Twin Shadows
by Rexranger1
Summary: Rex had lived his entire life with a singular purpose: knowledge was power, nothing else mattered to him, not family, not friends... not that he had either in the first place. But one day, Rex discovers knowledge that should have been locked away. He is forced to run away from the Mistrali monastery he called his home, and meets people that will change his life forever. (AU)
1. Chapter 1

The moon shone brightly that night, as the traveling band of Mistrali citizens walked the decrepit path back to their village, a ways off from Mistral proper, and outside the protection of the walls. The swamps around the city leaving the migrants a perverse form of defense from any Grimm in the area, allowing them to be picked off from range should they try and force their way through the dregs of the swamp.

This group of travelers was led by a man calling himself Damon Rex. His sole purpose was to guide these inhabitants from their village each day to and from the city where their jobs were, his only weapons were a simple straight sword and a pistol, both very bland in ornamentation, but effective nonetheless. The Damon had killed many Grimm with these trusted weapons, and he would continue to do so to the end of his days.

Damon had dark brown hair, falling just above his shoulders in length, his skin tanned from many days of trekking and guiding people through the swamps. He wore a black jacket that had several patches in it from the many scrapes he had come into from his years fighting Grimm, underneath he wore a simple white synthetic shirt, thick green cargo pants, and black combat boots. His face was expressionless as he trudged through the swamp, steel blue eyes ever alert to what could attack them from the swamps along the path at any moment.

Upon arriving at the village, the migrants went to their separate dwellings for the night, Damon retreating to his home at the heart of the settlement, meeting with his wife Artemis Rex as he had so many times before, and greeting with great joy both her, and the newest addition to the household, his son, only a few months old, Logan Rex.

Artemis had flowing brunette hair, her eyes a powerful grey, and a pale complexion. She wore a simple white blouse and a grey skirt, wearing simple grey slippers on her feet. She assisted the village with its regular rotation of jobs, like supply rationing and preparing commerce and what goods they could sell to Mistral.

Logan had yet to have many outstanding features appear yet, the only known things were that he had his mother's gray eyes and his father's dark hair, his pale complexion also resembling his mother. Logan's life had been mapped out for him since birth, he would replace Damon when he grew too old to protect the inhabitants on their trek's to and from the city, likely utilizing the same weaponry Damon himself was using, seeing as the village always conserved what they could out in the farther reaches of the Mistrali swamplands.

Artemis and Damon put Logan down for bed, both of them exhausted from the day, and knowing that the next day would only be just as trying, maintaining a village out in the swamps was a difficult task, and Artemis was in charge of rationing out food supplies for the next week. This would be the last time they place their child down for bed their entire lives.

Just as they were settling down for bed, they overheard shouting in the village, a great commotion seeming to occur all around them. Damon quickly got up and changed into his combat gear, grabbing his sword and leaving the gun with his wife. "I'll be right back." He said to Artemis. "If anything happens, you know how to use the gun, protect yourself, and protect our son…. I get the feeling this isn't just a minor commotion" he said grimly.

She nodded in understanding, getting out of bed and giving him a kiss, her only parting words being "I love you, be safe.", before he rushed out the door to see what was going on.

* * *

Damon quickly ran to the edge of the village to see what was happening. When he arrived however, his blood ran cold. In front of him, several villagers were attempting to fight off a pack of several dozen Ursai, led by an Ursa Major. The villagers were no match for the bloodthirsty horde however, and they had to beat a hasty retreat inside the village as the Ursai began to strike them down one by one, only the stray Ursa being killed in the frantic melee.

Damon ran to the alarm bell, practically ringing it out of place, and alerting the remainder of the village that they were under attack, before rushing up the small radio tower the village had, and send out a plea for assistance from Mistral proper, not waiting for a confirmed response before he scurrying back down to join the brawl that had begun to ensue below him.

His sword in hand, he managed to cut down an Ursa who was fast approaching him, not giving it the opportunity to swing at him as he severed its right paw and beheading it in the same motion, it beginning to fade away into dust immediately. He quickly moved on to down a second Ursa with a swift stab in the chest, before assisting a fellow villager with a third, temporarily saving his life before the same villager was brutally cut down by another Ursa before he could catch his breath. Damon knew this was likely the end, but he would be damned if he wasn't going down fighting, still holding out hope that Mistral had caught his distress message, and were sending troops or hunters to save the village… or what would be left if they didn't arrive soon. The thought of losing his village, his wife, his family only enraged him and made him fight harder, eviscerating another two Ursai, but he was tiring quickly.

The Ursai had beaten the last of the resisting villagers to the town hall in the center of the village, its simple square design effective enough to hold the Ursai for a time at the doors, but the Ursai quickly smashed through the walls in their blood rage, the Ursa Major still alive and kicking, leading the unstoppable charge of the feral Grimm. Damon knew that unless they could kill that major, this was their last stand. He steeled himself as he awaited the beast to charge him, this hadn't been the first time he had fought a major, and he refused for it to be the last. He waited for it to be practically right on top of him, before going for a quick strike in the neck, but taking a blow from the side by the major at the same time, causing his hit to only wound instead of kill, and knocking him violently into the wall of the town hall, his aura now completely spent.

Damon weakly looked up, seeing that the Ursa approached him for the killing blow, he gave it one last move of defiance, the Ursa Major crashed on top of him, but also crashed on top of his skyward pointed sword, plunging deep into its ribcage, and ending the Grimm's, and Damon's lives. It was a valiant effort, but without Damon's steadfast presence giving them hope, the last villager's defense broke quickly, them being slaughtered by the remaining Ursa with hardly any contest.

* * *

Inside the house of Damon and Artemis, Artemis leaned against the wall of their home, cold fear gripping her being as she clutched baby Logan close to her with one arm, the other gripping Damon's pistol shakily. She had not heard any more sounds of conflict for several hours now. She wanted to hope, but deep down she knew, she and her child were the only two surviving members of the village, and that thought of knowing she would never see her husband again brought tears to her eyes, slowly sinking to the floor.

As movement outside their closed oaken door graced her ears, she snapped the pistol up immediately aiming at the door, pulling the hammer back with her thumb slowly. She waited with baited breath as the cold fear inside her refused to allow her to make any form of motion to hide her or her child.

Suddenly the door crashed open, and Ursa charging the mother and son. Artemis rattled off six dust rounds in record fashion, three finding their mark in the beast's flesh, the rest bouncing off of the Grimm's plating harmlessly. It made a swipe at her, but she turned her back just in time to allow the monstrosity to cleave a massive chunk of her back, instead of hitting her child. Artemis weakly held up the pistol once again squeezing off one last round into the creature's neck, dealing enough damage to kill it, but she too soon succumbed to her wounds, and moved no more, her child still in her arms, not making a single sound.

* * *

The officer of the division of soldiers and hunters dispatched to see what had become of the village known as Principium was pissed. They had received a garbled signal earlier in the night, and they had mustered a small force to go investigate what had happened, unfortunately for him, even in the wee hours of the morning, it was painfully obvious that they were too late to save the village. It had most certainly been run through in a matter of minutes, maybe an hour at most if the inhabitants were tough, but the size of the marks on the ground indicated Ursai, and a lot of them, this village was doomed from the start.

"Dammit!" he cursed to himself. "Why can we never make it on time… why are the Grimm always so damn efficient at wiping out these settlements?!" He had asked himself this many times, and every time, the silence of the dead was the only answer he ever received. "Fan out and look for survivors." He half-heartedly grumbled. He never expected to find any survivors, but it wouldn't hurt to find _someone_ just this _one_ time, anything would be better than searching through another gore-filled graveyard.

Several minutes passed, and it seemed to the officer that this would be a repeat of the same painful lesson humanity was taught every day: to expand beyond their borders was to flirt with death in the most absolute measure. Then a miracle happened: he heard a crash and some gunfire, perking up he rushed to the source, followed closely behind by the remainder of the force as they converged to where they had heard the source of the sound: a house just off the center of the town, slightly to the north of the shattered town hall, where the highest body count had been.

They reached the house to find the door smashed down, a dead Ursa wisping away, and a woman lying there, a pistol clasped in her hand, her back torn to shreds, and she was fading quickly. He rushed to her side, kneeling down and saying to her "Stay with me!, Hey stay with me!" as he tried to frantically roll the woman from her side, stopping when he saw the child in her arm, and her faintly gaping at him, her stormy grey eyes slowly losing the life in them. She weakly released the child, letting the officer cradle the baby in his arms, the woman letting go of her final breath, stilling herself forevermore.

A hunter in red and grey Oriental garb common to Mistral knelt down next to the green clad officer, carefully shutting the woman's eyes. "Her name was Artemis Rex." He said calmly, but with a touch of sadness in his voice. She was the wife of Damon Rex, a hunter and guide for this village, and one of the bodies we found in the town hall. He was a good man, it's a shame they went the way they did. This was their son, Logan Rex."

"How do you know them?" the officer asked in shocked disbelief. They had been so close to saving this woman, but once again they were too late, but maybe not late enough. They had at least found the child of this woman alive before he met the same fate.

"I was a friend of Damon's, went to Haven with him, last saw him a month ago when he was showing off his boy. It's a shame he had to suffer this, he was better than many men I've met in my time." the hunter said with quiet sorrow.

"I-I want to refer to your judgement on this one then hunter." The officer stammered out. "You knew the family, I believe it best that you determine what happens to the child."

The hunter gave the officer a nod, taking the child from his arms and standing back up. "There is a monastery in the north of Mistral, there he can train to become a hunter until he applies to one of the academies, they hold many techniques and arts of combat for him to choose from and hone, some of which have been lost from most of the world. I will take him there and mentor him as best as I can, along with the monks that reside there. Oh, and please, call me Oda."

"Good. Yes, this is good. We need to clear up what bodies are remaining and give them proper burials. We will do that, you take him there immediately, a child should not remain around such blood and death, he may have mental scars already." The officer said with a quick nod to the hunter, as he stood up from the body of the woman, a small crowd of the scouting party now forming around them.

"Understood sir." Oda said evenly to the officer. He turned around and parted the crowd, beginning the trek back to Mistral. "I promise I won't let you fail Logan, you will grow up to do your father proud, I can sense the potential in you is great, and I promise to nurture it into something far greater than Damon could have ever hoped for." Oda said softly to the now sleeping child in his arms. He silently made his way back to Mistral, years of training would begin for Logan as soon as he was able to walk and speak, Oda determined to make sure the legacy of his now deceased friend would live on in the boy he held.


	2. Chapter 2: Learning

Twin Shadows Chapter 2 Learning

 _-8 years later—_

Rex awoke, as he did every morning, at 5 am. He performed his usual hygiene, brushing his teeth, taking a bath etc., before putting on his training robes for the day, his usual black and white robes, with no excessive ornamentation on them.

He looked around his room for what seemed like the umpteenth time in his life. Basic brown stone walls, no posters, no decorations, no color. His desk in tidy order as he always made sure, the aged wood looking as pristine as always. His bedframe of similar wood, the old oaken bed as creaky as usual. The dresser that hid in one corner of the room providing the storage for his training robes and the few tee-shirts and pants he had for when he went in to town.

With a small nod he stepped out of his room, and walked along a small oriental bridge that overpassed a calm brook, and into the courtyard in the middle of the monastery, the same path he walked every day for the past 4 years. Waiting in the middle of the cobblestone courtyard, the same man stood waiting in his black and red robes, as he had every day, his master, trainer, and the only person he considered family here: Oda.

He stood there with his arms crossed behind his back, jet black hair tied in a bun, his beard full now, covering the whole of his chin. His tanned skin radiating warmth in the early morning sun. A katana hung from his hip, the cool steel blue blade just protruding from the end of the dark leather sheathe.

"Good morning Master Oda." Rex said, looking up to his mentor, and giving a slight bow.

"Good morning Rex." Oda respectfully responded back, knowing Logan preferred to go by his last name, rather than his first.

"Ready to commence training for the day?" Oda questioned.

"As always Master." Rex said.

Oda then walked over and pulled a training sword from the rack, it glistened in the morning sun as he walked over and offered the blade to Rex, handle facing toward him. Rex took the blade and held if in front of him, the tanto angled down in front of him somewhat, as he was still too young to properly maneuver a katana, widening his stance slightly as Oda did the same, his katana sliding out of his sheathe with calm poise as he stood in a similar stance, prepared to go through the same fighting practice he had put Rex through since he could hold a blade.

Oda struck with lighting speed, throwing out 3 swift strikes. Rex however was ready, blocking the first two with ease at this point, but the third one nicking his knuckle as he blocked it, he bit his lip at the pain, but it was nothing he hadn't felt before, and knew how to correct his mistake for the next strike.

It came quickly enough however, a sweeping sideways slash, but Rex managed to parry the strike, going inside Oda's guard and leaning in for a hard strike to the side of the torso, but Oda was quick, not allowing Rex to go on the offensive for long, bouncing back and deflecting the blade with his own before Rex could make contact with his body.

The two regained their stances once again, waiting for the other to strike first. Rex eventually saw a small opening in Oda's stance, he knew Oda would be baiting him with it, but he also knew Oda wouldn't attack him unless Rex struck first, so Rex had to outsmart him. He made a slice at the feigned slip up, Oda immediately reacting and deflecting the blade, spinning his own around it with a flick of the wrist and forcing Rex to lose his grip briefly, sending the tanto flying, and putting his blade back in front of him.

"I concede defeat once again." Rex said with a small sigh, looking down at the fallen blade next to him.

"You're improving immensely though Rex." Oda said, sheathing his steel blue blade. "Yesterday you didn't manage to parry the horizontal strike, only block it, and leaving you with no means of defense for the return strike that would have come, you are a fast learner."

Oda walked over to the dropped blade, picking it up and returning it to Rex.

"Now, let's go over what you need to do in the future to make sure what happened is fixable, and doesn't happen again." He said with a smile. "And I also am going to take you into the city after you finish your exercises with Brother Heido."

Rex's eyes lit up, he loved going into the city, and rarely got to go, his training always taking priority over sightseeing, but Oda took him with him when he thought he had improved significantly as a reward. "Really?!" He asked with a small amount of controlled glee in his voice.

"Yes, I need to pick up a package for Brother Muramasa, the blacksmith, I figured with your improvements you could come along and spend the day looking at the city with me." Oda said, enjoying the happiness that the thought brought to Rex. "Now run along, you don't want to keep Brother Heido waiting, I will be here when you finish."

"Thank you sir!" Rex said. Running off to the sparring field out back to meet with Brother Heido, to do his exercises for the day.

* * *

Rex finally finished the 10th lap around the monastery, out of breath when he arrived in front of Brother Heido.

After he caught his breath he looked up at the man hopefully, receiving a nod that indicated he was done for the day. Rex ran with renewed vigor up the back steps of the monastery and back into the courtyard, seeing Oda reading a book. Rex quickly ran to his room and changed out of his training robes, and into a simple black shirt and some heavy blue cargo pants, shucking off his training clogs for his pair of black and white sneakers, the red laces being the only splash of bright color on his person.

He ran back outside and met Oda in the courtyard, who was now standing and waiting for him, opting to maintain his usual Oriental garb.

"Prepared to go?" Oda asked.

"Yes sir." Rex said eagerly, hefting the blue backpack he kept in the courtyard onto his back, Oda having filled it with food for the two if they were hungry when they were out.

"Then let us be off." Oda said, turning and leaving the pristine sanctuary that was the courtyard, Rex catching up and walking next to him.

The two of them descended the 327 steps that lead down to the main city of Mistral, Rex knew this because he had counted them every time they went to the city, and every time they came home. They passed through the Shinto arch that marked the entrance to the monastery from the city, and entered Mistral proper. The noise was much greater here, gone was the quiet serenity of the monastery, and the hustle and bustle of the city met their ears.

The two walked along the street, Rex taking in the sights of the city as he always did, the large art pieces in the small parks and clearings between buildings, to the buildings themselves, they varied from Oriental style like the monastery, to ultra-modern, skyscrapers to one story flats. This part of the city had embraced both the new and the old, even showing in its citizens, as many different people with many different styles of clothing walked past them, from oriental like Oda, to business suits and casualwear.

Rex then noticed something different as they passed a large park, he saw a _lot_ of people standing around the park in a mass, holding signs that said things like 'Faunus rights now' and 'Faunus are people too!'. Rex had never seen them before, and he tugged on Oda's sleeve. "Who are those people Master Oda?" he asked quizzically.

Oda looked over to the protesters, "Those are members of the White Fang. They have been pushing for Faunus rights in all the kingdoms of Remnant, unfortunately" Oda said with a look of sadness drawing to his face. "Many either don't listen, don't care, or don't think they deserve the same rights as humans do."

"Why?" Rex asked, "What makes them so different from you and me that they can't be treated the same as us?"

"Besides the fact that they have animal parts in addition to their humanity, absolutely nothing Rex, and that is what's truly sad to me, such things should mean nothing when it comes to what makes someone a person. Unfortunately, that little difference is all that is needed for some people to draw hate and discriminate against."

"But, that doesn't make and logical sense to me…." Rex said in a confused tone. "Why discriminate against someone just for being different, I don't see how they are any less human than me or you. Apart from the fact they have animal parts, there's nothing else that makes them different from any other person on the street, why do people hate what there is no reason to, just because it's different?" he asked, his naivety showing through.

"People tend to act on emotion a lot Rex, if they feel something puts them out of their comfort zone, they try and remove it, or in this case, restrict it. They see something that they don't have, or that they don't like, like the Faunus' animal traits, and they decide they don't like them, or that it even scares them, so they do what they thing is best to make themselves feel superior, like mocking them, restricting and segregating them, human nature has done this since the beginning of time, and unfortunately I don't know if we will ever learn from this mistake, not all of us at least. However I'm proud to see that you understand what so many fail to, the Faunus are hardly any different than us, and don't deserve the treatment they get." Oda said with a slightly proud tone at Rex's realization.

Rex couldn't help but feel sorry for the Faunus, standing there protesting, taking the abuses of some people who passed by, many others just ignored them, as if they weren't even there. He could even spy a girl, she looked to be about his age, standing there holding a sign. She stood there, working just as hard as the rest at the rally, a black bow tied around her arm, raven hair, and two cat ears pointing out from the top of her head. She wore a white shirt and small grey capris. Rex felt sorry for the girl, she had likely known this torture of being considered lesser than her peers all her life, and probably bad been a protester since she could walk and talk, just the same as him being a student.

He wanted to help the girl, tell her that one day their work would pay off, but Oda put a hand on his shoulder as he thought this, giving a small shake of the head. "As much as I too would love to help them, we need to move on for the time being, if they are still here when we return to the monastery, I will let you talk with one of them maybe. For now however, let them prove that they are just as mentally strong and steadfast as everyone else, as painful as it may be to have to walk away." Oda said with a somber expression.

"Yes sir." Rex said, looking down at his feet, before walking away with Oda, still thinking about what it must be like to be a Faunus in this world.

* * *

Oda and Rex mounted the steps to the Haven Academy, passing by numerous different Hunters and Huntresses on their way to the central building. Rex was in awe at all the different kind of weapons, colors, and sights at the Academy. Everyone seemed to be unique, there were people with staves, swords, knives, guns, and every combination you could think of here, he was amazed that the weapons seemed to reflect that of their owners as well.

"Is this where you went for your training?" Rex asked, still in awe at all the sights around him.

"Why yes it was little one. Follow me into the CCT, I need to make a quick call before we can receive the package we came here to get in the first place." Oda said, leading him inside the massive tower in the center of the plaza they had been passing through.

Inside the CCT, Rex continued to be amazed at all of the new things he was getting to see that day. There were clocks showing the time at all 4 academies, rows and rows of terminals lined the center of the facility and along the edges. People were happily conversing with other people all over Remnant in a matter of seconds, and at no charge to them either. Oda walked over to a desk, a holographic woman appeared in the empty seat there. "Welcome to the CCT in Haven, how may I help you?" She asked.

"I need to make a call to the Headmaster of the Vacuo academy please." Oda said evenly.

"Of course, mister Oda I take it?" she asked.

"Yes, that would be me." Oda replied.

"Excellent, the headmaster is already patched through and waiting on you at terminal 17." She said cheerily.

"Thank you." Oda said kindly, leading Rex to the edge of the room, to a terminal away from the majority of the people, and sat down, the monitor flickering to life, the face of an orange haired man appearing on the screen. He and Oda talked merrily, Rex not caring so much for the conversation as he surveyed the room, looking at all the people and the architecture of the circular room, green lines pulsing from the floor to the domed ceiling.

Soon enough Oda finished his call with the Headmaster of the Vacuo academy, holding up his scroll. "I've now gotten our access code to receive our package Rex, we can move on."

Nodding, Rex silently followed Oda out of the CCT and to a building just off of the CCT plaza, taking in the sights silently now that the newness had worn off. When they entered the building, they approached the desk and a man in a brown suit took Oda's offered scroll, sticking it in a port on his desk, nodding in approval, and heading to the back and unlocking a door.

A short time later he returned with a package about the size of a basketball, handing it to Oda with a smile, but also a warning: "Be careful" The man said, "This stuff is highly volatile, and you _don't_ want to drop it."

"Understood." Oda said with his usual stoic face. "I will make sure it makes it home in one piece."

The two then left the building with a quick wave to the man, before making their way out of the plaza and down the steps from Haven.

"What's in the package, if I may ask, Master Oda?" Rex inquired.

"All in due time young one, but Brother Muramasa will be quite happy that his delivery made it in full. What's in here is difficult to come by, and will be put to good use in the coming years in sure." Oda said with a knowing smile.

Rex gave a small eye roll out of Oda's view. Oda was being cryptic as ever, but he knew there was no point in prying, if Oda wouldn't tell him, the only way he would find out was by waiting, Oda made _sure_ he couldn't find out until the time was right.

* * *

Rex and Oda walked back through the streets of Mistral, passing by the park where the White Fang was still protesting. Rex looked up at Oda in earnest. "Yes, you may talk to them. I believe it will help you understand their plight, and likely grow more in your understanding of the world, after all, nothing is black and white." Oda said. "I will be waiting over here with our package, when you are satisfied, come back, and we will be off." He continued as he sat down on a nearby bench.

Rex walked over to the protesters, looking at them from a distance, observing them at first. He didn't see a reason why the passerby spouted their abuses at the protesters, maybe they were just the rude ones who felt they had to make a point to the Faunus, maybe this was what Master Oda had been talking about. People threw their hatred blindly at the Faunus simply because they deemed them different, and as such, lesser than them, but it still didn't make sense why so many people would follow suit with such a flawed reasoning.

It was as he was pondering this, that he noticed the raven haired girl from earlier, sitting on a bench near the rest of the protestors. She looked tired, she had probably been standing all day, and it was nearing the late afternoon. He decided he would talk to her, maybe actually get to know someone who didn't live in the monastery for once, and possibly help him understand the Faunus position in the world, as Master Oda would want him to learn and understand no doubt.

* * *

The girl saw him approaching, and she looked scared at first, which made him hesitate for a second, but he remained headstrong and finished his approach, plopping down on the bench next to her, with a small wave. "Hi," he said.

"Ummmm, hi" the girl responded somewhat timidly. She hadn't been approached by another child before, any other children were quickly pulled away by their parents at the mere sight of her or any of her Faunus brethren. She wasn't sure how to act around other children, all her life she had only known the struggle that was the cause she had seemingly been born into, and had left her with a serious tone about her, but this child didn't seem so simple as to walk up to her with no rhyme or reason, so she waited to see what it was that brought him to her.

"Can I ask you something?" the boy asked her, with a hopeful glint in his steel blue eyes.

"I….. Suppose so." She responded weakly, not used to conversing with new people.

"Why is it that people seem to hate you all?" the boy asked her.

"Wh-what do you mean?" the girl stammered, somewhat taken aback at the seriousness of the question.

"I mean, why is it that people hate the Faunus, why do you not let that stop you from trying your hardest to earn what's right, when everyone else seems to have turned against you?" he asked, looking directly into her amber eyes.

"Well…..I guess its because we want to show that we are just like everyone else, we act and behave just the same as any human would, and we want to be treated with the same respect anyone else would. We don't want be looked down upon by everyone else simply because of what we have that makes us different. Im sorry if that doesn't answer your question…. Im still a bit young to fully understand myself." The girl said with a small grimace. She was however, somewhat joyed that it seemed this human didn't inherently hate the Faunus, and had actually reached out to her of all people to try and understand, doing more in a few short minutes to give her hope that maybe one day humans and Faunus could live in harmony, than most of the rest of the people in the world had done for her in the past 4 years of her life.

"That's ok, I just wanted to try and understand why, though I suppose it will be a while until I understand what makes other humans do the things they do. My Master say's that its sad that humans would segregate and debase others simply because of something so trivial as a small difference in our bodies." The boy responded, looking down at his feet.

"Your Master is a very wise man." The girl said. "Not many in the world have come to that realization yet, but knowing people like you and him exist does give me some small semblance of hope that things can change….. What's your name by the way?" she asked him, looking at the boy in earnest.

The boy glanced up at her, a small smile appearing on his face. "My name is Logan, but I prefer to go by my last name, Rex." He said amicably. "What's your name?"

"Blake. Blake Belladonna." She said simply. Her stomach growled as she said that, re realized she hadn't eaten that day, and likely wouldn't until the late evening when the protestors eventually finished and left the park.

"Well Blake," her new acquaintance replied, "Its nice to meet you, but I have to go, my Master is waiting on me, and I have to get back home to finish my training for the day, but you seem hungry, so I'll leave you with this." He said, pulling out a sandwich from his blue backpack and offering it to her.

"Oh!" she said, surprised at the kindness he showed her. She took the sandwich responding with a simple "Thank you", as the boy got up and left, giving her a wave as he ran back over to a man in black and red oriental clothing.

As Rex left, another boy walked over next to Blake, he had red hair, two bull horns protruding from his head and was just a few years older than her. "Was he bothering you?" he asked somewhat sternly.

"Quite the opposite actually, Adam." Blake responded, unwrapping beginning to eat the sandwich, offering some to Adam. "He actually wanted to try and understand us, and he was nice as well."

Adam took the sandwich piece offered to him, looking it over before biting into it. "Interesting….Perhaps there is hope after all, but don't trust him, he is a human after all."

"Yes Adam….." Blake said with a frown, she didn't like not holding out hope that someone would actually understand and sympathize with the Faunus, but Adam was right to be skeptical, everyone who had seemed to show sympathy for them before had shown their true colors eventually, and it hurt every time. But maybe, just maybe, this boy and his master would be different, he seemed dislike the attitude many held towards the Faunus, and held a more open mind than most. She only prayed her thoughts on the boy were right.

* * *

Rex walked back to Oda, satisfied with the answer the girl had given him, showing that the conclusions he had drawn were correct, at least to that one girl. Oda greeted him and the two began to walk back to the monastery. Rex pondered what he had talked about with the girl, and what he could learn from the experience.

As they ascended the stairs to the monastery once again, Oda stopped for a moment asking him "So what did you learn from your chat with that Faunus girl?"

"I learned that her name is Blake, and that they persist in their efforts for the very reasons me and you had talked about…. But I'm still no closer to understanding why people act that way…" Rex replied, as the duo ascended the rest of the steps to the monastery.

"Perhaps you can take some time to think on it while we practice aura training for the day." Oda said as they entered the courtyard once again.

"Yes sir." Rex said simply, walking back across the bridge to his room and changing into his training robes once again. He had a lot on his mind to think about, as he and Oda took their seats and began to practice aura manipulation once again, Rex's mind still thinking back to the only person he knew of outside of the monastery, and wondering if he will ever see her again.

* * *

 **AN: Hey guys, a lot happened in this chapter compared to the first, and i want to know what you think. Im open to suggestions on what you would like to see out of Rex in the future, he is still flexible but i have a idea of where i want to go with him. Leave a review and tell me how i can improve these chapters if possible. Until the next chapter, i hope you enjoyed!**


	3. Chapter 3: Change

Chapter 3: Change

 _5 years later_

Rex held the small dust crystal pendant that Oda had given him several years ago up to the light. The brilliant white sent off a contrasting glimmer to that of the inky black of the bottom of the crystal. Oda had simply greeted him one morning and offered him the pendant, the white half glinting in a similar way in the morning sun, as it clashed with the midnight black of the bottom half of the pendant. Oda had told him it was made of light and darkness dust, both very rare, and extremely difficult to fuse in the crystallized state it now sat in.

Oda simply told him to ponder its meaning, letting him come to his own resolution of what it meant when light and dark collided as it did in the crystal. He spent many days trying to understand the meaning Oda wanted him to find in the crystal. He finally came to the conclusion one day after training, as he looked at it in the same way he did now. He came to the conclusion that it must indicate balance and harmony. Oda simply replied: "That is one meaning, but this balance also brings Duality, one cannot exist without the other and they will always give rise to the other, for as one exists, so must the other. But this pendant can derive any number of conclusions for you to make about life, and about the world, for while our world is imperfect, there will always be patches of light in amongst the darkness that threatens us. I encourage you to do your best to fully understand what the pendant means to _you_ in the fullest, and not blindly take the words of another, without understanding for yourself."

As always, Oda's wisdom had shown through to Rex that day. While he sometimes was upset that Oda did not prefer giving him normal lessons when it came to life, he couldn't have been more grateful. This teaching method of making him work to understand every facet of his being and coming to his own understanding of the world had never lead Rex astray, allowing him to make any decision with confidence, knowing that it was truly his own.

As he sat in the monastery's vast library, enchanted by the pendant once again, instead of looking at the book in front of him, he was greeted by Oda.

"Good afternoon Rex, ready to continue practicing your semblance?"

Ah yes, semblance training, he had forgotten about that as his mind wandered. He stood up and followed Oda from the library, leaving the book he was reading lying open. 'Oh well he thought, I'll have to finish the history of the Great War later I suppose.' Not that it was much of an issue to him, he could have the book in its entirety done in a few short hours with how much he read these days, it was one of the few things that he did between training that could satisfy his thirst for knowledge and understanding of the world, and all that had happened in it.

As he followed Oda to the courtyard however, his mind wandered back to the day the two of them had discovered his semblance…

The day had started out as it usually had he had woken up and gotten dressed in his training robes, now opting for black, same as his master. He had walked out into the courtyard of the monastery, and began his usual bout with Oda to start the day. He had improved vastly over the years of fighting Oda, every day picking up new tricks and maneuvers to try and break Oda's guard, or deflect his attacks, but on that day, Oda was being extremely defensive, and was making sure everything Rex sent at him, he had a counter for. Rex had been wishing he could find a way to get behind the man, past his guard, to just be able to end the fight with a singular move, when suddenly there was a black flicker around him, and he could feel as though his soul and body were being jerked about. It sickened him, made him want to vomit, when suddenly, he was behind Oda, standing in one of the long shadows cast by the early morning sun.

He didn't let the sudden confusion get to him however, he held the katana up behind his master, simply saying "checkmate" as Oda whipped around suddenly in shock, before letting out a long laugh.

Rex was confused, until Oda recovered and remarked, "I suppose you do win, I certainly wasn't expecting that, and I don't believe you were either. I do believe we have discovered your semblance, based on the aura flickers I saw about you before you vanished, please tell me, how did you do that?"

"I-I don't know…" Rex began. One moment I was trying to find a way around your guard, and wished I could find some way behind you. I happened to be looking at one of the shadows on the ground at the moment, then suddenly, I felt this gut wrenching feeling, like my body was being torn from existence briefly, then suddenly, I was behind you."

"Intriguing." Oda said, sheathing his blade and placing a hand on his bearded chin. "I want to confirm something. Look at the shadow cast by me in the morning sun, see if you can transport yourself to that shadow."

Rex looked at the shadow cast by his master, thinking to himself 'I want to be there', then suddenly he felt the gut tearing feeling again. There was another dark flicker about his person, then suddenly he was there looking at his master from his shadow. He collapsed to one knee, exhausted, and using the katana for support. "I…. don't think… I can do that… again…" He said between huffs.

Oda let out a small chuckle. "I wouldn't expect you to be able to so soon, however I am quite amazed you semblance is shadow walking, that is a rare trait to have indeed, and extremely useful when mastered. I believe that will conclude training for the day, I will let master Heido know that you are excused from physical training today, you may use the day as you wish, go in to town, utilize the library, whatever your heart desires. Tomorrow however, we will begin training up your tolerance for shadow walking."

Rex gave a small nod as he rose. "Thank you master I will not waste the opportunity." He said as he trudged off to his room to change. He spent the entirety of that day in town, meeting up with his possibly one and only friend outside of the monastery: Blake.

He and Blake had spent the entirety of that day discussing what it was like for him in the monastery, an interesting change of topic from the usual complaints he let her vent to him about the treatment of her and the Faunus. He welcomed the chance to talk about something a little brighter for once.

That day seemed an eternity away, even though it had only occurred just shy of six months ago.

Now however, he focused in on the task at hand, breaking his daydream and beginning his usual exercise of his semblance. He wisped from one shadow to the next, the act becoming nearly effortless at this point, no longer feeling the gut wrenching pull that he felt when he had first discovered the semblance. Oda directed him to where he should try and go next, urging him to go faster and farther than he had before. He shot around the courtyard, then around the entire monastery, wishing in from a shadow into any number of rooms and hallways, before disappearing just as quickly. It felt good to him, being able to go free like that every once in a while, it gave him some semblance of control over what he could do, for Oda cared not where he went, so long as it was not into anyone personal quarters.

After several minutes of shadow walking, Rex reemerged from a shadow in the courtyard, Oda being satisfied at his performance as usual.

"Excellent work today Rex, that was a record time, with even less effort than before, seeing as your aura now looks hardly sapped." Oda said with a smile.

"I had a good teacher, and a rigorous regimen. For that I must thank you master. Now is there any other tasks that must be accomplished today?" Rex replied in an almost bored tone.

Catching the boredom in his voice Oda simply responded, "I just need you to run some correspondence for supplies of the monastery to the Mistral council hall. Once delivered, you are free to spend the rest of the day in the city if you would like."

This brought a small smile to Rex's face. "Of course master, that should take no time at all, just give me a few minutes to change as per usual and I will be off right away."

Oda merely gave him a nod, and Rex returned to his quarters to change. Inside his quarters, he switched from his black robes in to a black t-shirt and a pair of jeans, tucking his pendant into his shirt. He grabbed his navy blue backpack and slung it over his shoulder on his way out.

He found Oda still in the courtyard, the only thing passing between them was a letter from Oda to the council. Rex gave him a nod and descended the steps down into Mistral.

* * *

Rex loved Mistral in the fall. The few trees that changed color, despite the fact that they were in a swampy region of Remnant, the crisper air, and the busier attitude of the residents, never paying mind to a 13 year old boy walking the streets alone. He had walked to the council building only a few times in his life, but even still he knew the way well, and was very surprised to see a large gathering of people outside the council building when he arrived.

The majority of them were in uniforms, red beast faces with 3 claws slashed through them on the backs of all of their tunics. The sight made im pause for a second, as he recognized the symbol. It was a new variation of the old White Fang symbol, he had heard there was a recent change in leadership, but he had never figured the change would have such dramatic effects in such a short time.

Recovering himself, he worked his way around the mob in front of the council building, slipping inside as they seemed to pay him no mind, focused more on the nervous looking armed guards flanking the entirety of the building, their weapons nervously at their sides.

Once inside, he handed his correspondence to the same secretary he had seen Oda give the same letters to every time they had been here before, and was about to leave, but a familiar face stopped him in his tracks. It was Blake. She had grown a bit taller since he had seen her 6 months ago, now age 12. She was wearing a black scarf, and matching black bow. These were contrasted by a white shirt and shorts. Simple black leggings ran down to her feet, with similar dark boots. His steel blue eyes met her amber ones, and they lit up in surprise at seeing her friend here.

"Rex, what are you doing here?" she said as she walked over to him.

"I was just dropping off some mail for the monastery, what's going on? Are those all white fang members outside? What's happened since I last saw you?" Rex asked her quizzically.

"Things…..things have taking a dark turn since we last talked, darker than I would care to admit, but I know you will press until I tell you so….you are aware the fang had a change in leadership right?"

"Yes, yes. I heard about that, didn't catch the new leader's name, but that doesn't explain the uniforms….. Or the apparent mob outside this building." He responded back, still somewhat confused.

"Well, our new leader has a bit more…. Direct approach on fighting for Faunus equality, one that I don't really feel is right, but at this point, people are tired of waiting for change to happen through peaceful means. They want to fight. This is our last attempt at getting some meaningful resolution out of at least one of the councils of Remnant before the Fang opts for…. Drastic measures."

"Blake, you and I both know this is not the right way to go about it, when has declaring war on the world ever world out?"

"I know, I've tried talking with people about it, but no one is willing to listen anymore, they believe that humanity will always see us as lesser beings, and unless we prove to them we can be just as vicious, just as demanding, we will never be held on the same level as them. It's a terrible prospect to lower ourselves to, but nothing else seems to be working. It scares me. I've learned to fight well enough, but this.. this is a lot different, a lot more dangerous." She said with a sad sigh.

"Blake, I know it's difficult for you to see now….. But I want you to know there are those of us who do care. Me, my master, I'm sure there's others who treat Faunus no different than they would a human. I just think you haven't looked far enough to see the good in people yet." Rex pulled out his pendant as he said this. "Take a look at this pendant, what do you see?"

"Ummm, I see a pendant made of two kinds of dust?" she said in a confused tone.

"This pendant can mean many things, I still haven't come to a conclusion as to what it could mean to whomever looks at it, but one thing master Oda taught me, is that it can represent Duality. Light will always have dark, and dark will always have light. Even in the darkness, there is always a light at the end of the tunnel, and even though it may seem humans are pure evil at times, there is a light in all of them waiting to be unlocked. You just have to know where to look, and persevere through the darkness, the strife, the pain, to find the light that you seek. That's why I want you to have this." He said as he unclipped the pendant fro around his neck, offering it to her.

"Take this, and keep it as a reminder, there is always hope for you, never let what you fight for change who you are as a person, but also, never give up on what you believe in, there's always a way, you just have to find it. Above all else, keep it, and think about it when there is nothing else for you to do, and ponder what it means to you, develop your own understanding of what the pendant means to you." He said with a small smile.

Blake took the pendant, but was lost for words. She stared at the boy in front of her, somewhat in awe of the fact that so powerful words could come from someone only a year older than her. Recovering from her stupor, she quickly put the pendant around her neck, and tucked it behind her scarf with a small smile. "Thank you Rex, I will."

Just then, the doors leading from the council chamber burst open, a red haired bull Faunus a few years older than Rex storming through them, looking furious. HE had donned a Black jacket and pants, a red undershirt slightly hidden beneath the jacket. He had a long katana sheathed at his side, and when he saw Blake and Rex, he stormed over to the two of them, and shoved Rex away from Blake. "Get away from her, scum!" He barked at Rex as he hit the ground. "Blake, did he hurt you?" Adam said to her in a softer tone, his hand gripping his katana hilt in case Rex tried anything.

"No, in fact, he was actually quite nice to me, and then you come along and attack him without a second thought, why would you do that?" she looked to him with a hint of anger in her voice.

"You never know with humans Blake, they may act kind on the surface, but underneath they are all the same, they have no love for the Faunus." He said in a bitter tone, looking towards Rex. All Rex could see was the frown on Adam's face, for his eyes were hidden behind what appeared to be a Grimm mask. "Come Blake, we have to report back to camp, we have plans that must be set in motion, and I must set about training you to use that weapon you had fashioned."

"Yes... Adam." She said sadly, as he grabbed hold of her wrist and began to pull her away. As she was being dragged out of the building, Blake took one last look back at Rex, who was now sitting up from the shove. She gave one last wave at him with her free hand, sadness in her eyes, then the door fell shut behind the pair, and they were gone.

A heavy sadness graced Rex's heart, as he got up, and a few minutes later, left the building. The mass of Fang members had left, and he trudged back home, having lost his only friend. The city felt almost lifeless to him, and he came to the realization that over the years, the city became less interesting to him, and the joy of coming here had been primarily to actually be able to have the chance of talking with someone who was around his age, and who came to understand him almost as well as Oda did, and now having lost that someone, the city seemed to offer nothing to him. The journey home was a dreary one indeed.

* * *

The next day, his spirits were returned to him somewhat, when Oda approached him in the library once again.

"Good afternoon Rex." He said simply.

"Afternoon master." Rex responded in his monotony.

"I to believe today is the day I let you pick out what weapon you want to choose and inevitably master, I know you have been looking over the weapons in the armory as of late. Have you come to a decision as to what you would like to use?" Oda questioned of him.

Rex's yes lit up, he had forgotten that he had to pick out a weapon type that he was interested in using, it would be the one he would end up forging himself after all, so the choice was important to him. "I think so." He said, "But I want one last look in the armory before I come to my final choice."

"Of course, lead the way." Oda responded.

Rex had navigated the hallways countless times now, reaching the armory quickly, and stepping inside. Once in the armory, he looked around at the plethora of weapons that graced the room, some ornate, others ultramodern. Pistols to katana's, rifles to daggers, the armory in the monastery had enough weapons that he could be in here for weeks trying them all out, and he had. He had picked up every single weapon in the armory and tested it out at least once. He knew how to use each one in a basic sense, how they worked, how you were supposed to hold them. But one type of weapon had caught his attention, the Mistrali push daggers in the corner, elegant in their design, but extremely effective and lethal in the right hands.

He picked up the daggers and held one in each hand. "I want to use these, the katars, I believe they are called. But I want to have them attached to rails, them to be a bit longer than this, so that I can have more reach, and attach a second blade on each rail. I believe these changes can make up for the shortcomings of the blade, while still retaining the advantages it provides." He said this with confidence.

"Oh? And do allow me to make sure you fully understand the weapon you are choosing, what are its shortcomings, and what are its advantages?"

"The Katar's are very light, allowing the user to weave and roll around the battlefield with ease, and making it simple to dodge attacks if timed right, they also allow you to put your full weight into your attacks, making stabs near lethal, and slashes much more effective. The blade acts a part of your arm, and not an external weapon that is merely operated by the user. The shortcomings however, the katar is weak in actually blocking and deflecting attacks. By attaching them to a rail, and putting two on each arm, I can compensate for this. This will give me enough weight in the blades to properly block attacks, the leverage to not be thrown off balance in doing so, and the ability to block and attack in tandem. With this design I could also implement simple firearms into the model if I so choose, allowing me ranged capabilities as well. The design would also give me a trait unique on the battlefield, the ability to have a free hand, while utilizing my weapons. This would allow me many more options in combat to defeat my opponents, as I would have a unique advantage." Rex rattled off the data with confidence.

"I see you are well versed in this weapon, and I approve. If you can create a design that Brother Muramasa can forge, we will have it made for you. However, a design this intricate that you are proposing will take quite a long time to make and ensure it is up to his standards. I hope you are prepared to assist him in the lengthy forging process." Oda responded in kind.

"I am ready and willing master. I will go begin the schematics right away. I will be in the library." Rex said as he handed over the blades to Oda.

Rex then used his semblance to phantom his way back to the Library, stepping out in one the darkest corners, one that he had only glanced at before. He felt a dark presence all around him, as though something were emanating a dark aura. He took a quick glance around him, and quickly tracked down the source.

Tucked away in the very corner of the darkness, there was a small chest. A simple wooden chest, perhaps only 2 feet long and a few inches wide, shut and locked away in the corner. The darkness seemed to seem off of the chest, urging him to unlock what lay within. Rex had no idea when this chest had been placed here, or how he had missed it every time prior. He knew it was probably a bad idea to open it, but something deep within his soul urged him to break the old and battered looking lock on the chest and find out what lay within.

His curiosity got the better of him, and he began to slowly walk towards the chest. Oda however, had just entered the library, looking for Rex. He noticed where Rex was just as he was about to try and break the lock on the chest, rushing over to him with haste and pulling him away. "Are you insane?!" he scolded the boy. "The knowledge in that chest has killed too many to count! That is dangerous knowledge, tomes that were locked away for a reason, to open it would be to invite death. The other Monks would put you to death just for considering opening it, so I want to be clear right now: Never. Touch. That. Chest. Am I understood? This is for your own protection, I don't want you or someone else getting hurt because you made a foolish mistake and brought harm to everyone."

Rex, frightened by the frantic and angry tone of his master's voice, simply gave a nod.

Oda released the boy, letting out a sigh. "Good. I'm sorry I yelled at you. I just need you to be careful, and not tamper with things you have no idea the power of, at least, not until you have proven to be ready. Now, I would advise you to return to what you were doing, and begin running up the schematics for your weapon. I'm sure you will be able to throw Brother Muramasa for a loop with the intricacy you have in mind."

Rex gave Oda another nod and a bow, before returning to his seat with a sheet of drafting paper, going to work on his design. All the while though, he couldn't help but let his mind wander back to the chest in the corner of the library, thinking: 'One day, I will find out what secrets you hold.'

* * *

 **AN: Hey guys, thanks for reading this chapter of the story, leave a review if you can and tell me ways i can improve my writing, comments on the story, and opinions on what has happened so far.**


	4. Chapter 4: Corruption

Chapter 4: Corruption

 _-3 years later-_

* * *

Rex was sat in the library again, as he did for a majority of his free time every day, poring over another book. Many of the books bored him, he had read a vast sum of this library now at least once, some of the books, the ones he found most important, he had read dozens of times. Now however, nothing seemed to catch his interest, as he looked down at the tidy scrawl of the book in front of him. This one was about weapon styles and techniques, these seemed to be the only ones that gave him even the slightest amount of interest, as they taught him numerous ways to defeat opponents on style alone.

Yet as interested as he should be on the topic, it failed to hold his attentions for more than a few minutes, before his mind wandered back once again to what could have been. The chest in the corner that he wasn't permitted to go near, the happiness he could have right now for all that he had been given. At the forefront of his mind however the only thing he could think of was Blake, how she could still be here, someone he could talk to when he just needed someone to blow off steam to when he was frustrated, and he could do the same for her. Someone he knew that didn't live in this constricting monastery, someone who could give him a better connection to what it was like outside of the monastery, what it was like to be different, to not have to blend in, and who actually fought for something she believed in. She had a goal, and for a time he could have aligned himself with that goal. But that day at the council building hung in front of all that wistful thinking like a barrier, one that told him it was all just youthful optimism that things could ever go the way he wanted them to.

That day he had lost a lot of things. Blake was paramount among them, she was the thing that made him realize he actually cared what happened to someone else for once, that there was more to this world than the walls that bound him, and the laws that governed him to do what he was told. She had given him purpose in a way, something to strive for. She had convinced him that he could be much greater than just a student and a huntsman. She saw the good he could bring to the world with his untainted ideals that humans and faunus could live in harmony, as they should have for so long. He wished he knew where to find her, knowing only that she was no longer in Mistral, as he had gone searching for her many times when he was free and could go to the city, but he had given up his fruitless efforts long ago.

Now, all that he spared time for beyond basic tasks of survival were reading, training, and thinking, as he was now.

As he was caught in his daydream, Oda entered the library, giving him his reminder they still had yet to spar that day.

Acknowledging the man, Rex got up from his delusions and proceeded to his room, retrieving his weapons, Vetita and Verum. His pride and joy, the only thing that made him happy were these blades, they were all he had that he called his own. He had made them after all, and he could remember that singular fond memory like it was yesterday.

* * *

Brother Muramasa was waiting by the forge as usual, He had wasted no time prepping his tools and readying himself to begin the forging process when Rex had presented him with the complicated schematic for the weapons. Vetita and Verum were the only things Rex had put all his effort in after the day at the council building.

As Muramasa looked over the schematics with a hard glare, mapping out how the blades needed to be forged and drawn, Rex stood there patiently, letting the taller man map out this project the way it needed to be done.

"This will require tougher metal, simple steel will not work for this design, it will be too heavy when completed." The forge master said to him.

"What do you propose be done then, Brother Muramasa?" Rex asked with a small sigh.

"We will use Stygian iron instead, drawn from the mines of Atlas. It's lighter and harder than steel ever will be, infused with dust to enhance its properties so that designs like this are possible. We will also need a hotter forge temperature for the metal, as it is not nearly as malleable as steel. I do hope you are prepared for a very long forging process to accomplish what you want with these blades."

"I am prepared to do what is necessary, yes. You merely need to tell me what must be done, and I will do it to the best of my ability." Rex responded back with confidence.

Muramasa produced a small brown package from nearby the forge, very similar to the one Rex and Oda had picked up from the Vacuo headmaster many years ago. The package was already opened however, and inside he could see several vial of dust, inferno dust. "This dust is special, it burns hotter than any other, and will give us the temperature we need to forge your blades." Muramasa said confidently, pouring two of the vials into the forge, the flames licking up suddenly with an intense heat.

"Let us begin." Muramasa said without further ado. He directed Rex about the forge and he pounded away at the four blades of stygian iron. Rex adding more dust when necessary, assisting in cooling the blades for temperament, and occasionally hammering and grinding the blades to perfection. After three days of arduous labor, the two of them had four completed blades, attaching them to the rails, as Rex sat down and began piecing together his grand design.

Two katar blades were attached onto each rail, able to fold up and slide up onto the rail so they could be concealed when not in use, but primed in such a way that they could slide out and be ready for use in seconds. Rex then attached the small guns he had made in between the two blades on each rail, allowing him to have some ranged capability with his weapon. The guns each had a rotating cylinder that could house various forms of dust rounds, the barrel's shortness and design however, limited him to effectively using dust based slugs, effective at short to medium range, but tapering off in accuracy beyond several dozen meters. The blades themselves were a midnight black due to the metal they were forged of, seeming to absorb all of the light that touched them. When fully extended, they stretched to an exorbitant length of half a meter long, wickedly sharp, and extremely lethal. He housed the blades and hid the guns with a silvery plated housing, allowing others to be none-the-wiser of everything that was hidden underneath, adding thick leather straps to keep the weapons tight to his arms when attached.

After a week of work, he held up the blades with pride, happy for once. Attaching the blades, he walked out to the courtyard with Muramasa and Oda in tow, showing off his new masterpiece that he had helped forge with delight.

* * *

Remembering that day with a certain fondness, he strapped the blades to his forearms and made his way back out to the courtyard. He stood in front of his master with confident poise, readying himself for the fight to come. Oda readied his blade, holding it in a resting position as he sized Rex up.

Rex was no stranger to Oda's fighting style by now, calm and collected, Oda waited for you to make the first move, and would capitalize on every mistake with brutal force. Every move Rex would make would have to take both Oda's strikes, and Oda's semblance into account.

Oda's semblance allowed the man to weave a phantom strike behind his actual strike. He could use it with every strike if he so chose, but leaving his opponent with no notion of when the phantom hit would come made for a much more unpredictable and lethal attack pattern. Rex knew that taking a hit in a critical spot from even one Phantom strike could spell disaster for him, likely leading to an immediate defeat as it could shatter most auras in 1 or 2 hits if landed with maximum effectiveness.

Oda made the first strike at Rex, a deep slashing arc that ran straight for his midsection. He met it with one of his katars, deflecting the blade and utilizing the momentum to lean into a roll behind his master. Oda whipped around and was forced to go on the defensive as Rex began a deadly spin of blades, crashing against Oda's sword several times before breaking off the spin and using is semblance to appear in his master's shadow, putting him at the man's side.

He made a lunge at the man, katars going straight for his side, but Oda was quick. He deflected Rex's first set of katars with his blade, and the second pair with his phantom strike. Rex was thrown off balance, and was sent into a roll, recovering quickly and pressing the assault on the man. He met Oda in the middle of the courtyard, their Blades dancing between each other with brutal speed and efficiency. They seemed to part for only fractions of a second before meeting each other once again, a game of cat and mouse to determine who would relent first.

Rex continued to use his higher agility against the man, constantly re-positioning himself with a roll or a blink of his shadow walking to keep Oda on his toes, never allowing him to get comfortable in the hopes he would make a mistake. Eventually, after 5 straight minutes of clashing with each other, Oda made the fatal slipup. Rex's constant assault on the veteran warrior had warn him down just enough for him to make a tiny mistake in his attacks, swinging his blade too high on one strike. Rex saw this error immediately, as he had learned to read even slight body movements with years of practicing against the man.

He slapped the steel blue katana upwards and pressed his full weight into a strike at Oda's midsection, depleting the man's aura vastly and sending him crashing to the ground. Rex planted one foot on Oda's chest and pressed his Vetita near the man's throat.

Oda simply looked up at him and gave him a hearty laugh. "Well done! I do believe the student has surpassed the Master with a performance like that!"

Rex stepped off the man and offered him a hand. "It takes an excellent master to train me as well as I have been taught. I must thank you for that at the very least."

Oda stood up with Rex's assistance. "You are very welcome, but I trained you to be your own person, you achievements and convictions are truly your own, I merely guided you along the path. I do believe now it is up to you to determine your fate from here on out." He smiled at the pupil in front of him. "These words may seem simple now, and may even be meaningless, but the rest of the day is yours, do as you wish. You have earned the rest."

"Thank you master, I will do just that. If you need me, I will be in the library." Rex said, giving Oda a bow before returning to his room to change.

* * *

Once again, despite the happiness he should be feeling at managing to best his master in a resounding manner for once, Rex couldn't help but feel bored at the mere thought of trying pore over another book in this place. He got up and started walking around the library, trying to find something that interested him that he hadn't read.

As he neared one of the back corners of the library, he felt something, a pulling feeling. He wandered over to the very corner of the library, and saw the box he had found several years ago. He knew he wasn't supposed to unlock it. To open it would mean death for him, but why did that make him want to open the box to see what the other monks wanted hidden away, never to be touched or used by anyone?

He stood there, mesmerized and conflicted. On the one hand, he knew that as Oda's student, he was better than to do something so foolish as tamper with things he had no knowledge or forewarning of. But on the other hand, the prospect of uncovering something that had not been used by anyone else for potentially hundreds of years, and the abilities he may be able to unlock and share with the world was extremely tempting to him.

He put one hand on the box and slid it out, he could feel the dark aura emanating from the box. This was a mistake. He placed another hand on the box and turned it towards him, his heart told him to stop, but his mind only wanted to move forward. He quickly popped the rusty lock from the box, and warily placed both hands on the lid and began to lift. He wanted his hands to stop functioning, but at this point even his better judgement was succumbing to the box's dark allure.

He lifted the lid fully opened, and found 4 tomes, each radiating a dark aura. He placed a hand on the tomes, and felt pure agony course through his body. He couldn't move as the dark apparition took hold of his body, wracking every part of his being as he succumbed to the dark influence, an internal battle taking place between the darkness and his very life essence. Pieces of his semblance that he never even knew he had were unlocked, techniques for all sorts of arts and fighting styles burned into his brain in an instant. The darkness having given all it could, then looked for its payment, attempting to take his mind for its own, attempting to force his soul to bend to its evil desire.

Rex refused to relent, locked in a battle of will with the darkness. After several minutes, and several lapses in and out of consciousness, Rex released his hand from the tomes, leaning back and away from the chest, before sitting down. He looked at his hands, they seemed to be his own, but he didn't feel quite right. All of the knowledge he had been inundated with, the pain that came with it, the attempt to take over his very being from the darkness had shaken him, changed him. He was almost scared to admit all of the things he had become aware of, what he was now capable of, perhaps some knowledge was best left locked away.

As he thought this however, another view came to his mind. It might have been dangerous to a lesser mind, but he had conquered the darkness, bent it to his will instead of falling to it. He could harness this power that now was locked away inside him, and use it to his advantage. He had already proven he could contain it, he could feel the darkness residing within him, a token force of what had tried to defeat him, only enough to give him indication that this gift still existed within him, the rest had retreated into its sanctuary in the tomes, knowing it had found its match.

He stood up and brushed himself off, still somewhat flustered at the harrowing encounter. He had a lot of information jumbled in his head, and not enough time to sort through it all, as when he turned around to return to the middle of the library, Oda and another monk were standing there, mouths agape. 'This is not good,' Rex thought to himself.

* * *

Rex was led into a long room, a monk flanking him on either side. This room was not unfamiliar to him, it was that of Grand master Ryloth's. The room had several sets of pillars leading up to a raised portion of the room, where the Grand master sat in a meditative state. As he was lead towards the grand master, he looked around at all the monks hidden between the pillars, the entire monastery must have been gathered in this one room.

He reached the base of the steps up to the Grand master, and was forced to kneel down. The grand master opened his eyes and looked at him. "You know why you have been brought here, do you Rex?"

"I do grand master, I have opened the chest in the Library, the one that has not been touched for centuries." Rex calmly responded.

"And I will ask you to explain yourself, why did you tamper with such dangerous knowledge, those tomes were locked away for a reason, no one should have access to such unusual forms of semblance and soul manipulation." The grand master sternly replied to him.

"I have always sought out any knowledge that will further my existence, and grant me an edge in combat." Rex said in the same calm manner as before. "I merely took it one step further and conquered the knowledge that had defeated many before it. I now hold the benefits of said knowledge, and am not a slave to the dark aura that originally bound the knowledge to the tomes, I have won, and reaped the rewards for my actions."

"Your actions were foolish! The things it could have done would have had disastrous consequences, there is a reason this monastery forbade anyone to interact with those tomes, once you get a taste for their power, you will never stop wanting more and more from them, and inevitably you will fall to the darkness, just as all the rest before have. There is only one thing I can do in the face of such blind foolishness and defiance of our rules regarding those tomes. Rex, you are hear by sentenced to death, what do you have to say as your closing remark?"

"All I have to say is that you are the fool, I have earned the knowledge of those tomes because of my desire yes, but to ignore such knowledge and let it die in time is a waste of a valuable resource. I am not sorry for my actions and I hold no remorse, should you fail to see the logic in my reasoning, I cannot hope to help you _Grandmaster_. Now I believe I will not be dying today, despite your best efforts, I will be walking out of this monastery. Alive." Rex said as he stood up. He gave a sly grin to the briefly stunned headmaster, and disappeared in a shadow of himself, angry at what had just occurred.

"Find him! Kill him on sight, he cannot escape this place with the knowledge in those tomes, he is far too dangerous to be left to his own devices!" the grand master practically shrieked as the monks scrambled to search for where the shadow warrior had disappeared to.

* * *

Rex appeared back in his room, amazed that he was able to use his semblance with such speed to cover the distance between the Grand master's meditation temple and his room, and with so little effort. But renewed power aside, he rushed to change into his combat boots, black heavy pants, a grey tee-shirt, and a black cloak and hood. He slung his old blue backpack over his shoulder with haste, grabbing Vetita and Verum and attaching them to his forearms, masking their presence with his cloak and a jacket. As he was rushing out the door however, he ran into someone. It was Oda. He stood there, a sad expression on his face as he halfheartedly gripped the handle of his katana.

"Why did you do this Rex? You had come so far." He asked him with a soft sigh.

"Truth be told, I did it out of curiosity and because I was almost drawn in by the box, but eventually I realized it was the only thing that gave me what I wanted, something new, knowledge that was locked away, forgotten, no resurrected in me. I don't expect you to understand, and as much as I appreciate what you have done for me, I believe this is where I must walk my own path, make my own decisions. I must become my own person, even if it means giving up everything else that I have left in this world to further my goals." Rex replied to the man.

"I-I understand, to a point. I don't know why you chose this path, one day I may understand. But I do understand one thing, and that understanding would be that this is the path you have chosen to walk. I know not where it will take you, I only wish that you don't let it change who you are. I know deep down you are still the person who once cared about something more than just knowledge. I could see it n the way you talked to that faunus girl all those years ago. You had a passion, a goal, something you worked for to try and make the world a better place through compassion and understanding. So while I will not bring myself to do what the Grandmaster has ordered, I will charge you with something else: seek out who you really are, wherever it may lead you, find your understanding, your passion, your aspirations. To tell you otherwise would be to go back on all the years of lessons I have instilled into you of becoming your own person. I wish you the best of luck, and may our paths cross again one day, my pupil." Oda said to him with a sad frown still gracing his face.

"I will Oda, may our paths cross again." Rex said, as he walked over to a window in his room, looked at a shadow far down the path of the monastery, and disappeared in a breath of shadow.

Rex took one look back up at the monastery he could no longer call his home. "One day my friend, I will make this all up to you. I will prove to all of them this power is not something to be feared, but welcomed instead, even if it ends up killing me. But I have to find myself once again, and that means finding someone, someone who reflected who I was better than anyone else could have, I just hope I can find her, and that she has heeded the advice I have her all those years ago, I know I've failed to." He pulled the hood of the cloak over his face, wrapping the cloak around him, and set off into the Mistrali night, his purpose clearer to him now than it had been the past several years.

* * *

Blake sat there in the middle of the forest, looking at the Fang forces assembled before her. She had never wished for the Fang to turn to this, setting up bases of operation, preparing raids like the one she was readying herself for now. Blake could remember a time when the Fang was more than some seemingly self-righteous version of a PMC, a time when she still had hope that things could change. That time however, seemed to have passed, and the only thing it held for her now was a grim reminder that life prefers to take more than it gives, at least that's how it was in her case.

She seemed to know only loss in her life, even when it looked like things were going for the better, something had to happen to take it away from her. First her parents, when she was too young to have anything more than a vague image of her mother. Then her blissful ignorance was taken soon after, when she came to understand she was seen as lesser by most for simply existing. The final thing that was taken from her, was Rex, the only person who wasn't a faunus who had given her a chance in life. Every time she had gotten to talk with him, even if the talks were fleeting during a busy day. It gave her a reminder that there was a chance, if only a long-shot, that her goal in life could be realized, that humans and faunus could live in harmony. But even that had been taken away from her, in a cruel twist of fate, the one thing that had always been there for her, the Fang and Adam, had ripped the two of them apart several years ago.

She hadn't seen Rex since then, she figured that day at the council building in Mistral might be the last time she ever saw him. The thought upset her, and she pulled out the black and white crystal pendant Rex had given her that day, staring into it as she had so many times before. The pendant was probably the only thing that gave her a reminder not do succumb to the increasingly violent influence the Fang had tried to impose on her. The pendant had been her tether to stay true to herself all these years, but it also hurt her in a way. It was a reminder of the relatively happier time she had gotten to share with Rex, a time long passed.

She had taken Rex's advice and debated the meaning of the pendant, and his words on what it meant to him. She had taken those words to heart, giving her the strength to hold out some form of hope that the Fang could change once again. "Light will always have dark, and dark will always have light…. persevere through the darkness, the strife, the pain, to find the light that you seek." She mumbled, quoting the same words Rex had said to her when he had given her the pendant. They had stuck with her since that very day, likely the only reason she had not given up on the only family she had left. While the Fang had grown darker, their goal muddled with the violence they had taken to in order to try and prove their point to the world, she still could see a light for them at the end of the tunnel, it was dim, but she still held out in the hopes that they could find it eventually.

"Are you ready for the mission?" Adam said sternly as he approached her from behind, causing her to jump slightly and making her quickly hide the pendant in her black scarf.

She got up and turned to face him, adjusting her bow and her black arm guard. "Of course, just waiting for the ready signal I guess." She said somewhat weakly, picking up Gambol Shroud and placing it on her back.

Adam saw through the guise, knowing she had been thinking about something. "Whatever it is you're thinking about, it doesn't matter to me, so long as it doesn't affect your performance on the mission. If it does however, I advise you to forget about it." He said with a frown that seemed to be permanently on his face nowadays.

Blake gave him a nod. "It won't affect the mission in any way I promise you. I just… have to think about things sometimes, we can't all be as focused as you all the time."

Adam was mildly pleased with the complement, but acted unrelenting as always. "No, but you could be with a little more diligence." He said in his ever unimpressed tone.

Blake gave a sigh as Adam walked off to prepare the rest of the Fang members for the coming raid ahead. She pulled the pendant back out again, a single tear forming in her eyes as the memories all came back. She looked up at the shattered moon, still clutching the pendant close to her chest. "One day I'll find you Rex, I just hope it can be a day of joy, and not one of sadness. I don't know where you are, but I know you're out there, somewhere, doing what you believe to be right. I just hope I can prove to you the same when that day come for us to meet again. For now, I do what must be done, even if it pains me to do so." She murmured this to herself quietly, stowing the pendant and looking back down at all the commotion around her.

The signal to begin the raid had sounded, a high pitched ringing that you couldn't miss if you tried. The assault on a Schnee company product warehouse had begun, and she joining Adam at the forefront of the movement towards the facility. She found no joy from the act of vandalism and thievery she was about to commit, but she had no other choice in the matter. She drew Gambol Shroud without further ado, as the Fang forces began their midnight operation on the facility. She would regret every swing, every action she was about to commit, but she knew it was in her best interest to keep up the guise she supported the action, until she found an opportunity to finally get away from this madness. Her heart would pain her every step of the way.

* * *

 **AN: Hey everyone, thanks for checking out the latest chapter of Twin shadows! Ive gotten positive feedback from reviews so far, and i want you guys to keep giving me your opinions on the story, and ways to make it and my writing as good as it can get. I will say that if you have suggestions for events in the story, i will read over them and consider them, but i have a plotline already mapped out for this story. however, if i like the idea enough or if it fits nicely, i may adapt the story to squeeze it in. Beyond that, I have finals week this week at Uni, so I might not be able to get a proper chapter for this fic uploaded in the next week, much less two like ive been shooting for, but bear with me because after that i will have all summer to craft this story, as well as a few others i have in mind. Once again thanks for reading!**


	5. Chapter 5: A Chance of Fate

Chapter 5: A Chance of Fate

 _2 Years later_

* * *

Rex strolled along the beaten dirt road, he was tired, but he kept putting one leather clad boot in front of the other. Shame really, he had liked his old combat boots, but they had broken apart almost a year ago. The black leather of these boots was just as comfortable as the old ones though, but they just weren't the same to him. He seemed to be losing all his connections to his old life little by little, first Blake, then his home, now even his clothes seemed to be breaking down at the constant wandering the vagabond had taken to for the past two years.

Sure, he had scraped enough to get by, a Grimm slaying job here, some labor over there, even the occasional scholar excursion when one of them would stop on their way to their dig sights with their heavily defended cargo. Life had been rough out here, Rex was unsure how he actually looked, but he knew it was definitely worse for wear. His pants had holes starting to appear, his cloak and hood were rain soaked thrice through at this point from all the nights he had had to sleep with it being his only cover save a tree branch overhead. His shirt wasn't too bad off though, but that might have been because it was the same black as his cloak and the dirt just didn't show. His backpack had been torn apart by a large Deathstalker, saved his life actually. Instead of catching him in the lower back, there had been just enough material at the time to force the stinger straight down instead of into him. The next town he entered after that gave him a few stares when he came in looking like death itself had slapped him in the face that day. It wasn't all bad though, he ended up getting the nice leather satchel and some real food for once from an old hunter that had been tracking the beast for fear it would've attacked the town.

That was one of the few days on the road that wasn't either depressing or boring, or both. Most days it was just more walking with the occasional Grimm attacks. Every village he came to he did his best to earn is room and board, but it was difficult to get any form of income when most people won't even talk to you because they're either too busy or too scared of you to talk.

Now however, he was approaching another village on the edge of a bright red forest, Forever Fall if he recalled the name correctly. He probably smelled terrible, but he was beyond caring at this point. That could get fixed with a little scrubbing and some tailoring, another night out here in the waning twilight on the northern outskirts of Vale was a much more difficult thing to work out of your system.

This village looked to be much more fortified and established than most that he had passed through however. It had walls, gates, maybe even a small military force from the looks of things as he neared the entrance to the place. Upon entry, instead of dirt roads there was stone, and streets seemed alive with people rather than people just rushing by to make it through the next night. He trudged over to what looked to be the tavern of the town from what he could tell by the sign outside, his eyes were heavy as he passed through the threshold. He glanced around the place once over…twice over… then amongst the common drunks he saw someone who seemed a bit out of place for a tavern in the middle of nowhere.

A man in the corner of the tavern, with drink in hand. Swept back black hair, a wispy chin hair, and red eyes that breathed confidence and experience. His shirt of various greys parted in a fairly deep v at his chest, exposing a cross pendant around his neck. He had a red tatter cloak and black pants. The thing that caught his eye the most however was the very large looking sword leaning next to the man. A quick scan over the weapon told him it could mecha-shift based on the gears he could see above the handle, but into what he could only guess. This man interested him, and was likely the only person here who could give him any meaningful information on where to go to get into Vale from this side of Forever Fall, or know someone that could help him find who he was truly looking for.

He carefully walked over to the man, a somewhat renewed vigor in his step as he sat next to him at the table. The man was somewhat surprised when he sat down, but merely finished his drink and waved a bartender down for more. As he was waiting he turned to Rex and gave him a somewhat cocky smile. "So, I'm going to take a guess I finally stood out to someone here for once, about time, most of these idiots couldn't pick out 'hunter' if it slapped them in the face." He said as he gestured to himself.

Rex simply nodded in reply, dropping his hood and letting his now messy dark hair rest free. "That, and im hoping you can help me. You seem to be made of a different block than the rest of the drunkards here, and I could use some information if you're willing to help."

"Well" the man said with a slight slur, he was partially drunk. "I can help, but favors for favors ya know? I can't just let you walk in here and get information from me and walk out without another word and not expect me to need something in return."

"Fair enough, point taken. What's your price?" Rex replied in quiet resolution.

"I need a letter delivered to someone in Vale, and you seem like just the right person who can actually make it back there discreetly by yourself." The man said with a cocky grin. "Or am I mistaken, and your just some kid who's trying to pull my leg?"

"Oh I assure you I am more than capable of getting a letter back to Vale for you, that's where I need to head anyways. Information on how to get there, as well if you can tell me if you've seen a certain someone I'm looking for." Rex replied.

The man protruded a letter from his shirt, handing it to Rex. "This needs to be handed over to Professor Ozpin, Headmaster of Beacon Academy in Vale. There will be a bullhead waiting for you at the Vale air-docks. It will take you up to Beacon Academy and you will be met by someone up there, likely Glynda though it could be anybody. The letter must be given to him _unopened._ Understood?"

"Yes sir, seems simple enough. Now about my request…." Rex began.

"Pffft, no need for formalities with me, the name's Qrow. And yeah, you got a scroll that still works on you? I can input the coordinates to the nearest gate into Vale on it, mines a bit fried at the moments so that's why I'm sending information by letter. As for your person of interest you're searching for, what do they look like? I'm good but I'm not a mind reader." Qrow said with a small chuckle.

Rex leaned towards Qrow and whispered quietly to him: "She should be about 17 now, jet black hair, Faunus, is actually part of the Fang last I saw. But that was 5 years ago, beyond that I have no leads." He produced his scroll and handed it to Qrow as he said this.

Taking the scroll, Qrow input the coordinates of a gate into Vale in the middle of Forever Fall. "Hmmm unfortunately I haven't seen a girl of that description, the Fang is good on keeping their operatives unknown save for their more notorious members. One thing I can tell you however is there's been increasing Fang activity in and around Vale the past few months. If your girl is with the Fang, looking into that might be a good start." He handed the scroll back to Rex.

"One more thing." Qrow said as Rex stowed the scroll. "Ozpin will take one look at you and likely be interested to employ you in some manner. It's a pretty nice place there, I would definitely consider whatever offer he gives you, just be prepared that it can quite literally be anything. Oh and" getting a whiff of Rex, "Take a shower and get some sleep before you go, you don't want to show up to Beacon smelling like a corpse. Here, I'll even cover your room for the night." He said as he pulled out some Lien and offered it to Rex.

Rex took the money, overjoyed to be able to finally get a good night's rest for once in a place where not everything that passed by wanted to kill him. He stood up and waived over someone to get him a room, as he was leaving he stopped briefly to talk to Qrow again. "Thanks Qrow, and the name is Rex by the way."

Qrow merely gave him a nod and a cocky smirk and went back to his drinking as Rex headed to the upper floor of the tavern, eager to get some rest after a long day.

* * *

The next morning, Rex felt more rested than he had in a long time, even if it was only a tavern bed and the shower only ran for 10 minutes before cutting out, it was more than he had been able to get for weeks. He slipped back into his laundered clothes, strapped back on his gauntlets, threw the satchel over his shoulder with letter in tow, and headed downstairs. As he expected, when he arrived in the tavern's main hall, there was no one but a simple barkeep and cook.

He had just enough Lien left for a simple breakfast of sausage biscuit and eggs. Nothing special, but it would be enough energy to get him to Beacon, and more food than he was used to having at this point.

After finishing his meal, he left the tavern and subsequently the town, following a winding dirt road into the heart of Forever Fall.

It was an understatement when people said Forever Fall was beautiful, it was downright gorgeous. The Red leaved trees oddly calming to him after so much dreary dark forests and burning hot plains. This place was a sanctuary compared to the swamps of Mistral as well, any Grimm here would be much easier to spot with the contrasting color of black on red. He opted to pull off the path for a moment to take a quick stop and enjoy the scenery from a cliff he had seen farther up the path. Along his way however, he found a clearing, and quickly hid himself when he realized someone was in said clearing.

He peeked out from behind a tree a decent distance from the clearing, seeing someone sitting there with her back towards him. His eyes widened with a mixture of shock, disbelief and hope. Sitting there not 40 paces away from him was the one person he had gone on this journey to find in the first place. Her glossy black hair had a black bow tied in it. A black vest with coattails covered what looked to be a white blouse. White shorts were just visible above long black stockings that faded into violet at the bottom, meeting her dark violet and black heeled boots. Black ribbons covered both wrists, a black arm guard covered her left arm almost to the shoulder. She was looking up at the shattered moon, seemingly always visible in the forest of Forever Fall. No doubt if she turned his direction at this moment he would see two amber orbs. Sitting there in front of him, was none other than Blake Belladonna.

* * *

Blake sat there, looking up at the morning moon. She was thinking yet again, as she seemed to do a lot nowadays. This time however, she was thinking over her convictions. She had determined several days ago that this would be the mission she would run away on. She was tired of aiding the Fang and its violence. She had tried to make them see reason, see change, but in the end they wouldn't listen to her. On top of that, Adam, one of the few people she held close to her during all these trying years, had gotten colder and colder, adapting to the Fang as it had gotten ever more violent. The only thing he seemed to care about now was completing the missions assigned, and reaping cold vengeance upon every human who stood in his way.

She couldn't take it anymore; she had put up with a lot these past few years, but she didn't want to let herself fall any further. She pulled the black and white crystal pendant she had turned to so many times these past 5 years out from behind her scarf. She held it up to the soft light of the moon, loving the way half of the pendant sparkled and glimmered in the light. She only wished she could figure out why life had to keep taking from her, forcing her to try and preserve what little of herself that she could, and not give her something back for once.

She placed the pendant back under her scarf as she heard footsteps approaching behind her.

"Blake, Its time." It was Adam, giving her notice that the mission was about to begin.

"Ok." She said, turning towards him and getting up from the rock.

Finally, her last mission. In just a few days' time, she would be at Beacon, and could start fresh, putting all of the rest of her life behind her.

* * *

Rex saw the interaction between the two as they got up and sprinted off. He followed them from a distance until they got to the cliff he had been planning on going to in the first place. He stopped some ways behind them in the tree line, that's when he heard the sounds of a train. As the sounds of the train got closer and louder, he saw the two of them jump the cliff. He ran over to the edge and saw them sliding down the cliff and landing on top of the train. He followed behind them once he was sure they wouldn't look up and see him tailing them. He landed in the very last car of the train, making his recovery and running along the top, trying to figure out where along the train they had landed and entered.

It didn't take long for him to figure out where they _went_ however, he could hear the sounds of battle further up the train, and could see what looked to be Atlas Knights getting flung off of the train in pieces. Some were coming out of the cars in front of him and approaching their position further up the train. He took these out with swift ease, his katars cutting through the metal like a hot knife through butter, letting his momentum do most of the work for him and he ran further up the train.

He was nearly to where he had seen the fighting take place, when a massive laser shot out from several cars ahead of him, making him stop in his tracks as Blake and Adam were shot out of the car and onto the flat bed of another car. A massive spider droid walked out of the fresh hole, red plate metal and blue lighting humming with energy and it targeted the duo again. He wanted to step in and help them out, if only to make sure Blake wasn't harmed, but he went against his snap judgement and let the two sort the problem for themselves.

Blake ran at the spider droid as Adam seemed to stand there, holding his katana in some kind of charging state. Blake jumped all around the walker, hitting it with a flurry of attacks both midair, on the ground, and even a few cheeky bullets in the thing's face for added measure, before doing several backflips until she landed next to Adam. He yelled something to her as she ran back and across to the next car, holding her weapon in hand.

The spider droid locked its upper limbs together, lining up was surely had to be another massive laser, aiming it right at Adam. When if fired however, Adam simply stood right in front of the laser, seemingly able to absorb the energy of the laser in his katana, his hair going an even brighter shade of red than it was before. The spider droid lunged at him, and he made a single horizontal swipe at it, shattering the droid into millions of…. rose petals? The cargo on the deck of the train exploding off to either side as he sheathed his sword and turned around and ran towards Blake, who had been standing there for some time with her weapon drawn. Rex pursued him, still maintaining a safe enough distance from the two as to not be seen.

Then something happened, he heard the grinding of metal, as he realized Blake had cut the remainder of the train between her and the two of them from the engine car. Their car began to decelerate, as Blake looked on at Adam, eventually fading into the distance.

Rex was too far away to hear if she or Adam had said anything, but he was _very_ upset. So close, he was _so close,_ only to have her ripped away by Fate once again, just as he was finally about to have an upswing in life, he was back at square one. He slammed his heel into the top of the decelerating train in a slight fit of rage, he realized his mistake soon after, as Adam whipped around, searching for the sign of the sound. Rex knew he was too far back for Adam to be able to see him properly, but something inside him wanted him to be seen by the man. The darkness that he had kept caged these past few years telling him against his better judgement to walk forward and make his presence known, even though he could run away now and not have Adam ever know he was here.

This time however, the darkness won its battle. Rex stepped forward, a grin exposed on his face. This was his chance to exact some revenge on someone he could relate to causing him all this pain and grief all these years. "Adam Taurus" he began as he hopped down from the broken open train car, and onto the deck of the lower train bed. "So happy to see you after all these years."

Adam brandished his katana once again. "I don't know who you are, _human,_ or how you know me, but I don't think you will be alive long enough for me to find out. A name, before you die, if you will." He said those words with more malice than Rex could ever remember having in his life, save for the man he was looking at right now.

"The name, as you may remember it vaguely, is Rex. And I don't plan on dying tonight my friend. You took a lot of things from me that day 5 years ago, and I can rectify all of them now with your head." He said with an unusual glee, the darkness fueling his rage. His katars shot out from both gauntlets to full length, nearly touching the ground. He took a fighting stance, holding Vetita and Verum up in wait. He wanted Adam to take the first strike.

And take it he did. Adam made 3 quick slashes at Rex's midsection, legs and face. Rex easily deflected the first two, and rolled under the second, making a wild slash at Adam's back when he came out of the roll behind him. Adam managed to spin around in time to meet the strike, Rex rolling back and taking up his stance again. Adam stood there briefly, recovering from the surge of quick movements. The two then began to pace in a circle as the train continued to decelerate.

"Do you have any idea who you truly are messing with?" Adam taunted him.

"Do you." Rex replied back simply, before rushing Adam.

Adam sent a precise slash at Rex, aimed at his exposed shoulder in the mad dash. Rex saw him take the bait, and disappeared in a puff of shadow, before reappearing behind him in his shadow, delivering a spine popping kick to the back and sending the surprised swordsman sprawling.

Adam quickly recovered however, turning his sprawl into a roll as he turned back around to face Rex, panting at the effort he was having to put into this fight after all the fighting he had just been through. "You're better than most… I'll give you that. But you won't be leaving here alive."

Rex merely grinned, raising his weapons back up and launching another flurry of attacks at the swordsman, never giving him a spare moment to catch his breath or launch a counter attack. Adam was quickly succumbing to the volley of attacks, eventually giving one of the attacks a firm shove back, and hopping backwards himself to allow him some space to resize up the fight. Rex recovered quickly, his face how deathly serious. He simply stood there and waited for Adam to make the next move. He knew so long as he gave nothing for Adam to try and absorb it was just blade on blade, and Rex had a semblance that didn't rely on channeling is aura or absorbing power like Adam's apparently did.

Adam made his next strike count, charging the short distance to Rex with a powerful downward slash, forcing Rex to block the strike with both sets of blades as they locked with each other.

"So this is the white fang's top commander? Trapped in a duel he can't possibly win against some vagabond he's apparently never met before? Pathetic."

Adam kicked him off at the taunt, sending him flying. Rex was ready for the move however, making himself disappear in another puff of shadow, reappearing in Adam's shadow behind him, the force of his own kick slamming into his back. Rex then rolled over Adam's collapsing body, landing light on his feet and looking at the swordsman with ire. Adam struggled back to his feet, clutching his katana and using it as a brace to pull himself up with.

The train then came to a stop, a smirk forming on Adam's face. "You may have won this round, but you will die anyways, like the scum you are." At that moment, dozens of white fang members rolled out of the brush around the stopped train, running up beside it, and several flying in on bullheads. Rex was surrounded, even the darkness was subsiding and giving him the alert signals. He wasn't ready for this many enemies at once, not intelligent ones at the very least. Were these all Grimm, this would be a cakewalk. But here, there were too many variables, too many guns that can be pointed at him at once, he opted for the easy way out. He looked over act the Cliffside, spotting a shadow high at the top where the tree line was. He looked back at Adam, who had thought he had won this in the end through and through.

"Good fight I suppose Taurus. I'll be back to finish the job when you're in a more adequate state to actually put up a better show." He gave a smirk following the taunt, and phantomed away from the Fang who were surrounding him, appearing at the top of the cliff he had just looked at. He sprinted away, leaving the Fang forces scratching their heads, and Adam furious. He could hear his shouting as he ran off. "FIND HIM! KILL HIM ON SIGHT! AND SOMEBODY BEGIN SEARCHING FOR BLAKE, I WILL DEAL WITH HER IN KIND WHEN I FIND HER!"

'It's going to take a lot more than a few lackeys to drop me Taurus,' Rex thought to himself as he made his beeline for the gate into Vale, now only a few miles away after his little train ride. But he was still bitter that once again Adam had been the cause if his prolonged separation, even when he was so close to reconnecting with something and someone from his past, nothing seemed to want to go his way, did it?

* * *

Walking through the streets of Vale, Rex couldn't help but think on the day's events. First he happened upon some huntsman by the name of Qrow, who had given him valuable information at almost next to no cost to Rex. He seemed well enough, but by the way he had spoken about what Ozpin might offer him upon arrival, Rex had the feeling even that opportunity would come with several strings attached. Then he had ended up stumbling upon the only person in this world he could care about finding, only to have her torn away once again by the same person who had forced her to leave in the first place, all without a single word, or her even being able to see he was alive and looking for her.

Which brought him to his latest issue, Adam Taurus. That man seemed to be the best thorn in his side that there could ever be these past few years. His seemingly abrasive and aggressive nature towards humans, him having the intention to kill him on sight, did not bode well in Rex's mind for any future encounters. He had stayed his hand that day at the council building five years ago, likely because he had either changed even more radically since then, or maybe because he knew it would be a stupid decision to show open hostilities with a human in the council building, and in front of Blake, who obviously didn't share quite the same outlook as Adam did when it came to humanity.

Rex decided that should it come to it again, he would be prepared for an Adam who was much better equipped, and not exhausted as he had seemed to be from the fighting he had endured. It did however give him hope yet that he could beat him should they come to blows again, but only if Rex kept training, never stopped learning, and prepared himself for when and if that day came.

Rex arrived at the Vale air-docks soon enough, still deep in thought on the day's events. He saw a small bullhead with a driver standing at attention outside of it. Something told Rex the bullhead was waiting only for him, as the school year likely wouldn't be starting for a few more days. He approached the driver, who tensed at his approach. Rex simply gave him the name of his ally, "Qrow" he said from behind his hood.

The driver relaxed at the mention, realizing Rex was indeed the person he had been sent to wait on. He gave him a firm salute, before motioning Rex to follow him onto the bullhead. Rex followed in kind, and they took off, beginning the flight up to Beacon. Rex took the time on the flight to go over a quick inventory of what he still had remaining in his satchel from his misadventures in the Grimm lands these past few weeks. Two books, one on fighting styles and their counters, and one on aura and semblance adaptation. Both had been extremely useful in getting him to test the boundaries of his semblance and weapons these past few years.

Digging further in, he pulled out some dried food, likely he would have no need for any longer if what Qrow said was true, as he would then be staying at Beacon. Some vials of dust and dust rounds, a variety of colors they could be cycled through the guns in his gauntlets to give him a hidden edge in battle, shame he hadn't had the mind to properly load his weapons before engaging Taurus, they would have been useful surprises to throw him off, but then again maybe it was for the better. Rex already knew Taurus had the ability to deflect and absorb the effects of dust rounds and energy, sending it right back. If anything, his failure to prepare himself fully for his opponent gave him the edge instead of handing an opportunity to the masked swordsman.

Then he pulled the last dregs of his supplies from the bottom of the satchel, two more vials of dust, an inky black instead of the multicolored madness that he had removed before, and several large slugs that he had been saving for a while now. The slugs were filled with an interesting type of poison, one that he could only recall knowing about because of the dark knowledge that had been imparted to him at the monastery. He had found the components to make it throughout the swamps of Mistral a few weeks after he had fled, injecting the completed serum into the hollowed out slugs with the help of a blacksmith and an alchemist in a village not too far from the walls of Mistral. Thankfully they didn't ask any questions as to what the serum did, taking the lien offered and letting him upon his way, for this serum was cruel in its design. It had the ability to paralyze a user's body from the neck down once planted within its victim, but unlike most poisons and paralysis, it traps the victim through their very soul. Their aura is locked up in a frozen state, allowing them to feel, but not allowing them to move. Their own protection becomes their prison, and makes it simple for someone like say, an assassin or bounty hunter to lock down their quarry with minimal damage to their system. These rounds Rex was saving for an appropriate opportunity where they would not be wasted, they were useless on the soulless Grimm anyways, no aura to tap, no effectiveness.

Then he turned to the two black vials of dust. He originally had 3, stolen from a Schnee cargo drop to another larger village outside of Mistral. The two vials in his hand were likely worth the remainder of the cargo in that drop at the very least, if not leaps and bounds more. Most people wouldn't even have the capability of harnessing the powers of this deadly dust, as use by most would result in the target just being killed, or the user utilizing the dust improperly and getting themselves killed by the stuff. Rex however, had used one of the vials he had stolen in a very unorthodox manner. He had been surrounded by several dozen large Grimm at the time, Alpha's to Ursa major's and even a Goliath or two. He was sure it was the end for him that day, but the darkness had other plans as he went into survival mode. He had ripped the vial of black dust from his satchel, opening the top and forcing the stuff into his mouth. At first it burned with a pain that he had never felt before, but soon enough it had latched onto the darkness within him and melded with his body, the results were bone chilling to him even now.

His eyes, which had been a lifeless grey, molded over with a hiss, turning a solid midnight black. His entire body had tensed up, before going lax at the melding. His hands and arms, even his weapons and clothes to an extent, seemed to turn to breathing shadows. His entire body had felt cold as well, almost as if he no longer existed, that he was just a walking shadow. His heart seemed to stop beating in that instance, and his brain went from panicked survival to cold calculations. He knew how to kill every Grimm in his vicinity with no more than two strikes, if not one, and do that he did. The fight that ensued between him and the Grimm could less be called a fight, and more or a slaughter. The Grimm stood no chance with his increased power, falling in droves to his blades. He made the Alphas look like children's toys, tossed aside without another thought as he ran through them. The Ursai were sniveling cubs at his blade, slashing and beheading them without so much as a whisper or grunt. The Goliaths, even in their massive size, were no match for Rex as he used his semblance to appear in their backs, slashing them once in the nape and another underneath their heads in the exposed underside of their necks, bringing them down without another word.

In the ashes of all the decaying Grimm afterwards, he had lost the dust fueled energy he had acquired. He had panicked again, half through fear more would come and he would be killed off inevitably, the other half stemming from the fear and awe he had at himself having the ability, even if augmented, to slay that many high class Grimm by himself. He blacked out soon after, and came to an hour or so later to find that not a single Grimm was left in the vicinity, they were all already dead.

One part of him sitting on the bullhead was thankful for being saved by this cruel and unusual gift that day, the other half was mortified that he could turn himself into such a monster. However, there had been a lingering… benefit to fusing the dust with his body that day, he had quickly found that he could manifest a shadow clone of himself in a location, and switch places with it as if it were a shadow itself. He could not however, do anything further with it as far as he could tell, it was simply another means of mobility about the battlefield, a useful way to give himself a surprise angle on an enemy where there shouldn't be one.

As he was remembering that day, the bullhead touched down at the Beacon air-docks. The back of the bullhead opened up, and a blonde haired woman with glasses was looking sternly at Rex as he stood up and walked down the ramp of the bullhead. She had on a white suit top that exposed a part of her chest, a black business skirt that extended to around her knees, meeting a pair of black-brown stockings that ran down to her black heels. She had a cape that was purple on the side facing him now, but black on the outside. She held what appeared to be riding crop, and despite her seemingly calm outward appearance, Rex got the feeling she was not someone you wanted to be on the bad side of.

"Hello, I assume you to be the person Qrow spoke of?" the woman inquired hastily.

"Yes indeed… my name is Rex, assuming he didn't tell you." He responded.

"He did not in fact, give a name, just a description, one that matches perfectly with your attire. You seemed to recognize the name however, and the driver brought you up here, so I trust you have the letter he was supposed to have given you?"

"Yes he did, am I to give it to you?" Rex asked, reaching into his satchel to pull out the letter.

"No, that letter is for Ozpin only. If you will follow me, I will lead you to him. My name is Glynda Goodwitch by the way." The woman said with what appeared to the faint outline of a smile on her face, or at least, something that wasn't a frown.

He followed Glynda as she strutted off towards Beacon Academy, her large scroll pad in hand. Rex quickly caught up to her, and took in the sights of Beacon Academy up close for the first time.

The school was massive, two massive rings seemed to encompass a large portion of the front of the school, as they walked towards what most surely have been the main hall. For a design so simple as two large rings, interjecting into the orientation of the rest of the school layout that was also several large circular boulevards with accompanying dorms, classrooms, and all number of other locations to explore, it was elegantly done. There was so much to take in, as the two walked around the main hall and towards Beacon tower, which shot up hundreds of meters into the air. It loomed over the entire campus like a silent guardian, ever watchful and always ready. At the top of the tower, he could just make out a slight green glow from through the clouds, nigh impossible to see during the day, but in the twilight of the evening it was visible once more.

They entered the main atrium of the tower, and rode an elevator to the very top, stepping out after what felt like an eternity of waiting. Rex and Glynda stepped out of the elevator and strode towards the lone desk in the chamber. There were a multitude of gears quietly ticking away inside the unique office. He could see the gears along the walls, in the glass ceiling and glass floor, their methodical rhythm oddly calming to him.

They approached the metal and glass desk, stopping just in front of it as the chair behind it swiveled around. A man who had been gazing out the massive picture window before was sitting in the chair. He looked to be around his mid to late forties, but acted much more lively than that. His silvery-grey hair looking slightly messy on his head. He had a pair of dark glasses that rested on the bridge of his nose. His brilliant green scarf had a small cross in the middle of it. A black Jacket and black pants covered the majority of his body, a grey and black cane rested by his side against the desk.

He held a mug in his right hand, and taking a sip, he looked up at Rex. He lowered the mug and gave Rex a smile as he stood up. "I see Qrow was not lying when he said he found someone with whom I could trust to get here in one piece, and young as well. I am Professor Ozpin, headmaster if this fine school. What is your name?"

Rex lowered his hood so Ozpin could better see his face. "My name is Logan Rex, but I prefer to go by my last name, so just call me Rex. I do believe this is for you." He pulled out the letter, unopened as requested, and offered it to Ozpin.

Ozpin took the letter with his free hand, set his mug down briefly as he ripped the top open. He unfolded the letter and read it quickly, a frown briefly appearing on his face as he picked the white mug back up. He took another sip from it as he set the letter down on his desk, turning to face Rex. "So Rex, Qrow would not just give anyone this letter. He would have had to have a lot of faith and trust that it would be delivered without tampering and to my liking. He saw a lot of potential in one so young as you. I'm curious where you fund him, but that isn't of my concern for the moment. What is my concern however, is making a request and an offer, one I hope you will take up on?"

"What is it you have in mind Ozpin? I have my own agenda, and I would hope that it doesn't get in the way of accomplishing what I need to do." Rex said somewhat warily, unsure of what Ozpin would need him to do. He figured Qrow had kept that bit of information vague for a reason.

"It's very simple actually. Where are you originally from may I ask?" Ozpin inquired of him.

"I am originally from Mistral. I walked my way here over the past two years. The only other transportation I've used was a boat to cross the sea between here and Mistral. I've undoubtedly killed thousands of Grimm by now, many of which should have offed even organized squadrons of men. I've trained to be a huntsman since I could walk, and I have full access to my semblance and aura, obviously. I specialize in being discreet, but I'm willing to get in your face in a fight if necessary." He rattled off a short list of his achievements with confidence, looking Ozpin dead in the eye as he spoke.

Ozpin gave him a quick smile, before continuing in a slightly more serious tone. "I wasn't questioning your ability, but it is nice to know I'm working with someone who is more than capable of holding their own in unfavorable odds. That kind of someone is who I need right now. Please tell me, were I to say… have you manage a group of students and teach them to work as a stronger unit, mentoring them with your enhanced skill set, as well as doing jobs for me when the time comes to act, could you do it?"

"I-I don't know, I've always been the one being taught, I've never tried teaching on my own, I've been a loner for the majority of my life, I've only answered to one other person ever when it came to teaching. That was my old master, and I haven't seen him in years." Rex replied to Ozpin, slightly thrown off by the unusual offer.

"Well, you wouldn't be teaching them everything the need to know to make it through the real world, but a good mentor that can connect with the students on a closer level, like say through age in your case. You can't be much older than 18 or 19 I take it?" Ozpin said to the wanderer.

"You would be right in that respect, I am 18, your school accepts starting applications at age 17 yes? I would be more of an upperclassman to most fresh teams. That could be a good or a bad thing depending on how they view their older peers. I could be respected a bit more, they might open up to me better than others would, or they may take my skills as only slightly better than their own and not listen to me at all. It's a fine line in that respect." Rex retorted.

"Indeed it is, but I'm sure you have more than enough skill in your travels to prove to them you are no mere student. But in order to make yourself seem a bit more… approachable you would be mentoring them as an early graduate student, someone we couldn't enroll due to your skill, but would be attending classes like them in order to blend in a bit better, not draw so much attention to yourself. Which brings me to the second part of this kind of 'job' I am offering you. I would need you to be blended in with the student body and watch for any… unusual activity that may occur at Beacon this year." Ozpin said with a knowing look.

"The first part I can agree to, the mentoring of students with that consideration in mind makes it much more reasonable that I can in fact manage a team. The second part however… why would you need me to spy on the students?" Rex asked him with a confused tone once again.

"That will matter less for now, but the Vytal Festival is coming this year. Vale is playing host to it and Beacon will be the home of students from academies all around Remnant. It would not surprise me in the slightest that if what Qrow informed me of in this letter is true, they will breach our defenses at some point and infiltrate the school without us even knowing. I want you to be that someone who sniffs them out when the time comes, as we will be able to deal with them in an appropriate manner. The Grimm are not our only enemies any longer, the time where friend turns on friend is nigh if we do not do something about it, and I refuse to sit completely idle and let it happen. But I am not such a fool as to do it with such open and obvious methods, that only plays into the hands of the enemy. So I will ask you again, are you on board?" Ozpin said as he finished his short speech.

Rex was conflicted, this was an opportunity to settle down somewhere, at least for a time. A steady pay would be nice, but the amount of time that would be lost doing all the tasks needed would undoubtedly leave him with little to no free time to search for Blake again, even though he was so close. He knew she was here in Vale, _somewhere_ , but he needed to still find out where she had run off to. That alone made him want to turn the offer down… but even still he figured it was the smarter choice to settle down for a bit and have some place to call home, he could only wander for so long before the pain got to him, who knows maybe he could even have a new life here. When all of the snooping around was said and done, he could actually have a place to call home, maybe even have friends for once in his life. The thought of friends however, brought his mind once again to Blake, how well that had turned out, you couldn't even keep one friend how well would multiple work out for you? Maybe it would be better if you kept moving.

Rex kept fighting himself in his mind, eventually replying to the headmaster: "I will consider it, can I see a roster of all those that are set to be enrolled for this new year?" He at least wanted to have an idea of what he was getting into if he did accept.

"Of course, I can give you the list, along with a short dossier that we have on all the students if you wish. Glynda, if you would?" Ozpin said, motioning for the woman who had been next to him this whole time.

Goodwitch turned to him, offering him another large scroll pad from who knows where, a list of the students and a short description below each. He took hold of it, slowly scanning through the list, which seemed to be compiled by enrollment date. He was surprised to see the Schnee heiress on the list, he figured she would just live a life of luxury in Atlas, I guess surprises never ceased to come his way. He continued to scroll down the list, reading the brief description of each student. His eye stopped once again at another name: Pyrrha Nikos, interesting he remembered the championship fighter from his last years in the temple, he had watched her win two tournaments, it appears she won the next two as well. He would keep her name and face in the back of his mind as well, interested to see what brought her here.

He neared the bottom of the list, when his jaw dropped as he saw a name he had never expected to see: Blake Belladonna. He quickly clicked on the name, refusing to believe his eyes. When the dossier opened up, he was greeted by a picture of a raven haired girl with a black bow giving a small smile. Her two amber orbs with violet accents at the edges staring back at him. He couldn't believe his luck. By some chance of fate, the very person he had been trying to find for the past two years was coming to the very same school he was going to be working in, assuming he took up the opportunity. There was only one answer he had for Ozpin now however.

He looked up from the scroll as spoke as calmly as he could, "I will take you up on your offer, on the one condition that I get to choose which team I mentor."

"A simple request." Ozpin remarked. "One that I can easily grant you. I believe it will be excellent working with you. I will get the rest of the paper work sorted to make it seem as though you have been here for more than a few days, as well as making up an identity for yourself, we can't have people knowing that you just wandered here and got a position. But let me handle that. You will have your own private room in the dorms, as well as full access to a majority of the facility, like most of the staff does. When the time comes, that access will be necessary to fulfill what I need you to do. For now however, get settled in, explore the campus, and read over the students you may be mentoring." Ozpin walked back behind his desk, pressing a button hidden behind there somewhere. A holographic keyboard and screen appeared.

"That will be all, thank you for your time, Mister Rex." He said as he began typing something into the computer.

Rex gave him a nod, and followed Glynda as she motioned him out of the room. Perhaps something could go his way in life for once after all.

* * *

 **AN: Wow, ok i didn't expect this chapter to go this long, but i am shooting for longer chapters with more quality content in them so i'm happy with it. Let me know what you guys think of this chapter. Before people start questioning it, im going to briefly justify the fight with Adam. Many would say he should be much stronger than that, and i would agree, but in this case he was exhausted. He had just been fighting a giant robot, as well as a small army of mechs. His semblance also had to have drained him considerably, as it took a long time to channel in order to be able to absorb that much energy and redirect it. On top of that, Adam would know the Fang ar waiting and catching up to the slowing train, so really its only a matter of stalling Rex until hes left with being surrounded, which he was. The only surprising factor here to Adam was Rex still thoroughly embarrassed him, putting him down pretty hard in that fight. I do have more plans with Adam though, so don't worry, he will be much stronger as he should be later on. In other news I have a poll up on my user page now, i want to know if you guys want me to continue doing two chapters of this story every week when June rolls around and i'm firmly finished with school for the summer, or if you want me to release a second fic to take up one release slot each week, and this to only have one release a week. Let me know what you think, and enjoy the rest of the week. With finals this week i probably wont have a second part out this week.**


	6. Chapter 6: Initiation

Chapter 6: Initiation

* * *

As Rex awoke 3 days later, he sat up and thought about what had transpired the past few days.

First, he had met Qrow in a random tavern just outside of Vale, received information on how to get into the city from him, and been given a letter from him. Along the way to delivering said letter, he had found Blake, if only for a few minutes. He had been so close, then she was pushed out of his grasp once again by the bull himself: Adam Taurus. He had then fought Taurus on a decelerating train through Forever Fall after Blake had fled from Taurus, something Rex was both happy, and upset about.

On the one hand, fleeing from Adam gave her the opportunity to escape someone who from the few times Rex had seen him, could only have been an awful influence on her. But on the other hand she had fled him by proxy, something he was none too pleased with, but what had transpired on that train was likely for the best, as today he would have the opportunity to see her once again. This time however, he wouldn't have to deal with a deranged Faunus extremist who wanted nothing more than to end his life because he was human, and instead get to chat with her in the comfort of Beacon academy with whoever her teammates would be.

Speaking of Beacon, Rex was still intrigued at the turn of events that had transpired upon his arrival at the prestigious Academy. He got up from his bed and mulled it over in the shower.

He first delivered Qrow's letter to Ozpin. The contents of hit he was still unsure about. Next Ozpin had chatted him up about becoming a _mentor_ for the students, on top of doing some "other tasks" for him. Now he had yet to find out what these other tasks were, but he did know that mentoring was something that would be very new to him in the perspective that Ozpin wanted. He had always been the one being mentored by Oda, never before had he been the one to be mentoring another. He supposed it couldn't be too bad though, right? All he had to do was give them the knowledge and training necessary to apply said knowledge, say some wise words here and there, and make them come up with their own understanding of how something should be done. Yeah…. He liked that, just like Oda would've done.

That thought brought him to a small chuckle as the water continued to flow over him. "Oda, you're still teaching me how to get on in life even when you aren't around, aren't you?"

He stepped out of the shower and finished his hygiene as he concluded his week in review, remembering that Ozpin requested he speak at the opening ceremony today. Much to his chagrin, he had assented to the man's request, seeing as Ozpin promised he wouldn't be mentioned by name, and that he would only be talking briefly about the new mentoring that would be starting this year, as well as his recent request from Glynda to assist in some of the combat classes due to how large the incoming class of students was. 'Just a few lines, nothing more. Keep it short and sweet Rex. You only suck a little at public speaking, but the only way you could get better is by doing it.' He thought to himself as he got a message on his scroll from Glynda.

"Meet in the main hall with the rest of the staff, the students will be arriving in the late morning. You have two hours to get ready." He read aloud. 'Well, good thing I woke up earlier than I felt like getting up at.' Rex thought as he finished getting his clothes and cloak on. The cloak was still a bit tattered, but he liked it that way. It gave him an air of experience that he hoped would show to whomever else he was mentoring that he had actually done this before and to listen to him, instead of brushing him off for his age.

He walked outside, his leather boots giving a small click with every step on the hard stone walkway/ 'hopefully that click will wear down a bit as I wear the polish and repair job I did on these down. No good for being stealthy if I'm given away simply by taking a step.' He thought to himself irritably as he went to make another quick jaunt around the school to familiarize himself with it for what felt like the umpteenth time these past few days. Then he would make a beeline for the main hall.

* * *

Rex strolled into the main hall, his hood hiding the majority of his face as usual, to find only Ozpin and Goodwitch waiting for him. "Oh, I thought that _all_ of the remaining staff would be here." Rex said slightly surprised.

"Originally yes, but they needed to go begin prepping for initiation tomorrow, as well as finish preparing their course structures for the semester. Professor Port seemed unusually giddy for the first day of class." Glynda said simply.

"I see, so when should the students begin arriving?" Rex inquired.

"Any minute now in fact. We should probably he on the stage and ready." Ozpin said, holding a mug of coffee yet again.

The three of them were set on the stage just as the students began to trickle in from the bullheads outside. Rex naturally pressed himself as far to the back of the stage as possible, to where he was leaning against the wall and out of the way. Ozpin and Glynda simply stood in the middle of the stage and watched the students filter in and take their places in the wide open hall.

Rex was definitely amazed with the diversity of the student's weaponry and outfits. In a way, it reminded him of the people in Mistral. No two could be considered alike, and all were interesting to him. Some of them however, stood out to him more-so than others. A boy with dark black hair with a small magenta streak, wearing a green oriental garb similar to Oda's walked in. A ginger haired girl with a pink dress was practically bouncing after him, seeming to be chatting about everything under the sun. She didn't look like she was planning on stopping, or even resting any time soon.

Then a girl in a brown leather jacket and a mountain of Blonde hair that matched the gauntlets around her wrists walked in, even from here, Rex could tell she was trouble waiting to happen, and in more ways than one. That figure _definitely_ did not lie. She knew what she had, and she let it show with the tight fitting clothing she wore around her body. He had taken note of her in the dossier's, Yang Xiao Long if he remembered correctly, graduated top of the class at signal and quite literally destroyed the entrance exam. The crews apparently spent hours afterwards cleaning up the damage.

Next figure of note in amongst the students was a small black and red haired girl walking in with a tall blonde guy. The blonde guy was actually one of the most simplistic that he had seen thus far. He wore a basic getup that you would see on a teen in Vale: blue jeans, a hoodie, and sneakers. The only thing that really made him stand out as being a huntsman in any way was the brilliant white armor on his chest and shoulders and the sword strapped to his side. The girl with him however was a different story.

Her short cropped black and red hair perfectly synergized the coloring of her entire outfit, from black and red shirt and corset, to her skirt and leggings. Her rather large black and red boots seemed a bit unusual to the rest of the style, but he liked the utility a pair of boots could provide over anything else, and he approved. She also had a red hood hanging off the back of her neck, and a large red rectangular object that Rex could only assume was her weapon.

The girl in question then quickly broke off from the casual looking boy she had been talking to and made a beeline over to the blonde bombshell who had entered earlier. The poor boy seemed confused as to what to do when she left, and he awkwardly walked off to one side, a brilliant red haired girl watching him go.

The girl had ornate bronze armor that clad both legs and a headpiece of the same metal. Her corset held tight against her body as she looked on towards the boy. Without further study, rex knew her to by Pyrrha Nikos, the 'Invincible girl' as she had come to be known. He gave a small smirk at the thought, after all she is only invincible to those who couldn't figure out her game, the dossier's as reputation were enough for Rex to figure that she had some form of trick or ability to assist in her already efficient fighting style. As to what that was… he had some theories, but he would just have to wait and see.

Another girl had passed inside the entryway of the great hall, and yet again it was a high profile person of note. Weiss, Schnee, Heiress of Schnee Dust, was hardly difficult to pick out of the crowd of students. Her coat and skirt were somehow whiter than her skin and hair. Her rapier sat at her side as she strutted off towards the direction of the blonde and the younger girl from earlier, an expression of slight anger on her face. He was planning on seeing where that line of potential conflict went, but another girl trickled in with the last of the students in the back of the room. Book in hand, she stood near the edge of the room as professor Ozpin stepped up to the mic and was readying himself. Blake was here now, Rex could see it with his own eyes, and it took a lot of restraint for him to not make a beeline for her through the crowd of students. He would have the time, he knew, but he couldn't stand the waiting.

* * *

Blake walked into the main hall of Beacon academy using her book as a cover. At the moment she wasn't really reading it, just acting like she was reading and walking. Glancing up from it, she could see the dark haired girl who had exploded earlier as she took a stand at the edge of the crowd of students. She had suddenly hopped into a girl with massive blonde hairs arms, presumably out of surprise and fear, when the Schnee Heiress had shown up behind her, and looked to be chewing her out once again. Honestly, she couldn't understand why every Schnee had to seem so right over everyone else, she figured she would've dropped the subject of earlier by now, or at least kept the anger to herself. But no, there she was, laying into the poor dark haired girl once again. She was stopped only when Blake heard the small screech of the mic sounding.

She turned her attention to the stage, shutting her book as she did so. The man and woman at the front of the stage she already knew to be the illustrious Headmaster of Beacon, Ozpin, and his assistant, Goodwitch if she recalled correctly. What set her off when she looked at the stage however, was a third person, leaning against the wall near the back of the stage. If you weren't looking or paying much attention to anything but Ozpin, then you wouldn't even notice him. His face appeared to be covered mostly by a dark hood connected to a tattered black cloak, angled slightly to one side and reaching to just below his knees. Dark leather boots came up to his knees as well, looking like they had seen a lot of wear, but had been freshly patched and polished. His dark pants and jacket gave him the illusion of being almost a shadow in the darkness, were it not for the white undershirt she could just make out behind his dark outer attire and crossed arms, she would've thought he was wearing all blacks and dark browns.

Something about him seemed vaguely familiar, but also worried her. He seemed to be scanning the crowd of students, like he was sizing each one of them up, passively gauging their skill and strength even before they had drawn a weapon in his view. She knew from her experience this type of person would be incredibly dangerous and should not be challenged lightly. But in the same vein that gave her some comfort knowing that if he was in fact with the school, they had competent staff that would teach them well, and not leave them shorthanded on the knowledge necessary to become huntsmen. What did worry her however, was the question: why was he here? She had read from the itinerary of what she would be needing to do the first few days a Beacon that it would just be Ozpin and his assistant welcoming them, and Ozpin's assistant was right next to him. So who in fact was this man?

"…You assume knowledge will free you of this, but knowledge will only carry you so far. However, we at Beacon, as well as the other academies, believe that huntsmen should be _fully_ prepared to take on any challenge when they graduate from this school. As such, we have determined that in order to most adequately translate the knowledge that we imbue in every student here to results in the field, we have determined that a little extra must be done. This year, we will be implementing a new system for every team. Each team will receive a mentor, someone they can talk to about tactics, improvements they can make to their fighting styles, weapons, as well as mediating team dynamics should the need arise. They may be upper level students, they may be staff we have on hand, they may even be people we have brought in from around the world. Regardless, they are all _highly_ skilled and are willing to assist you in any way necessary in order to ensure your path to becoming huntsmen is advanced as quickly and effectively as possible." Ozpin said with another sip of his mug.

Blake had almost forgotten that Ozpin was even giving a speech, and she turned her attention from the man in the back to the man standing at the front of the stage once again.

"Which is why I would like to allow one of our mentors the opportunity to make a small statement regarding what he as well as what the other mentors this year will be doing to assist you in your aspirations to become huntsmen." Ozpin said as he made a half bow and stood to the side. The man Blake had been eyeing earlier now had slowly made his way towards the mic.

The improved lighting did nothing to better discern his features to her from earlier, nor did it reveal his face any better. However, she could still hear some surprised whispers from people all around her who had just noticed the man walking up to the mic.

"Good morning. Welcome to Beacon." He began. Blake was surprised at how young he sounded. Were it not for the slight tired gravel to his voice, as if he had been walking for a long time without rest, she almost would have mistaken him to be their age. Even then, he couldn't have been much older than them, but his clothing kept the remainder of his features from view, not allowing her to get a good view of what he looked like.

"As one of your mentors, I will be responsible for one team of students, as will the remainder of the mentors that have signed on this year. As Ozpin had stated previously, I will be assisting said team in combat training and team dynamics. This can be things as simple as sorting out a dispute among team members to teaching you a multitude of ways to defeat an opponent in a ny number of situations should you request that much of me. Each one of us is still human however, so we will all have our areas where we can help far more than others, however I expect you all to give each one of us the respect we deserve if you wish for us to be able to help you in any meaningful way, even if the age gap doesn't seem that large between you and some of us, I can almost guarantee the experience gap will more than make up for it. I personally will also be assisting in combat classes should the need arise. We expect great things from you, but remember, we can only help you if you want to be helped. It is up to you to take the first step." The man said this with an even tone, but Blake could detect a hint of nervousness in his voice, like he wasn't comfortable with public speaking at all. She also realized that he never introduced himself… interesting.

As the man stepped away from the mic, Ms. Goodwitch stepped up to it. "You will gather in the ballroom tonight, tomorrow your initiation begins. Be ready. You are dismissed."

As everyone began to make their way towards the exit, Blake could swear she felt eyes watching her. She could see the hooded man standing on stage, seeming to survey the crowd. Every few seconds it felt as though his vision passed over her and rested on her for a moment, before moving around again. It worried her slightly that she seemed to be noticed so early, but she decided to just act normal and make her way out of the main hall like everyone else. Maybe she could go find somewhere quiet to read the rest of the day…

* * *

The next morning, Rex got up and performed his usual routine that he had done when he was still in the monastery. Hygiene, training, meditation, then food. It was almost 10 in the morning when he strolled out of the dining hall and off towards the initiation that was underway. 'Damn. Guess I'll have to get up as early as before if I want to have the usual stuff done before the team classes start when the semester gets underway. And here I thought I might get the chance to sleep in a bit every day.' He thought to himself as he strolled up to the cliff that overlooked the Emerald Forest. There were only 5 students remaining on the launch pads. The oriental looking boy with the Magenta streak, Lei Ren if he remembered correctly from looking up his dossier last night. Another large armor clad boy with shorter brown-red hair was next to him, then blonde bombshell Yang Xiao Long, the short dark haired girl Ruby Rose, whom he had come to find out was Xiao Long's sister, but he had no clue as to how they were related. Standing on the last platform was the casually dressed boy he had seen yesterday. 'Ahh yes, Jaune Arc' he thought to himself 'I remember his dossier. Something wasn't quite right with it, but Ozpin let him in so he had to be decent enough right? But drat, I missed Blake's launch. I guess I'll have to wait till the ceremony after this is finished.'

Ren and the tall armored boy launched without a word as he approached. He Yang look towards her sister and slip on a pair of shades before being launched into the sky, her sister in tow.

As he walked up next to Ozpin, the Arc boy could be heard saying: "What exactly is a landing strategeeeeeeeeee-" As he was projected into the air, arms and legs flailing.

"Well, that seemed to go well." Rex said as he stood next to Ozpin.

"Indeed it did." Ozpin replied, taking a sip from his mug.

Glynda came up next to them and offered a Tablet Scroll to the both of them without a word. Rex took said scroll, and noted that it contained several camera feeds that were following the students. "interesting" he said "So we are able to watch them throughout the entire initiation?"

Glynda gave a nod. "Yes. Should anyone come to harm, we can react fast enough to make sure they don't get themselves killed. We have staff on hand all around the forest to make sure that everyone walks out alive if something goes wrong for whatever reason. They will not however, step in until it is absolutely necessary."

"I see." Rex said as he began to scroll through the cams. He had been informed how the initiation was supposed to work. The first thing he noticed was that the young girl Ruby had been paired with Weiss. "Oh that pairing will have its host of problems." He said to the other two.

"Yes, but they will both become stronger because of it when they sort through their problems with each other." Ozpin stated. "But I must agree, that doesn't seem like miss Rose will be enjoying that very much in the beginning. But I have confidence in her. I let her in 2 years early for a reason."

"Ah, so that explains the height difference at least." Rex simply replied. He wasn't going to inquire unto Ozpin with the details, all in due time he could figure out Ozpin's decision making, as interesting as it seemed to be. He continued to scroll through the students as the pairs were formed. He finally found Blake and locked the camera to her. It seems like she was going to be pairing up with the blonde Yang. Interesting. Knowing Blake's quieter nature well at this point, and from what he had seen of Yang thus far, it seemed the two were very much polar opposites. However, he also knew Blake was adaptable. To what extent… well this would be that test.

* * *

Blake walked alongside her new partner. She had to admit, the blonde didn't really seem like someone she would get along with well. However, the way she took those Ursai head on spoke volumes of her combat ability, something Blake valued more than social compatibility. The teasing however, seemed to begin immediately. She could tell that it was all in good fun, trying to lighten the mood and such. That was something Blake was terrible at, making small talk with new people. This seemed to her like Yang's way of trying to get to know her, but it was aggravating her greatly.

"I bet guys love it when you give them that hip sway when you walk away, like you're trying to walk away from me right now aren't cha Blakey!" The blonde called out from behind her as she caught up. 'Oh god.' Blake thought 'She is already going down the road of nicknames too. Hopefully she doesn't find out I'm a Faunus, else the teasing will only get worse.' Nicknames like 'kit kat' came to mind. She shuddered slightly at the thought.

Yang caught up and walked next to her. "man, you really don't like to talk much, do you Blakey?"

"You talk more than enough for the two of us." She retorted back.

Yang clutched her heart in mock pain. "Ouch! You really got me there, I just like making friends is all, and you're stuck with me now so you get to deal with it!" She grinned at Blake as they walked through the forest.

Blake let out a sigh. 'Be strong Belladonna, she's just trying to be friendly, give her a chance. It wouldn't be the first time you had to give a stranger a chance to know you, even if the last one was likely more understanding and tactful then she is.' As she was thinking this, her hand instinctively went to the pendant and pulled it out from underneath her scarf. She fiddled with it absentmindedly.

"Hey what's that you got there?" Yang said, taking notice of the black and white pendant.

Blake broke from her tranced walking, realizing Yang had taken notice and asked her about the pendant. "Oh, its… a gift. From a friend. I haven't seen him for several years now, I don't know if I'll ever see him again actually." She said this with a detectable sadness in her voice.

Yang's face softened. "I see, were you two close? Does the pendant mean a lot to you?"

"I guess you could say we were close friends. We were split apart by trying circumstances when I was twelve. I haven't seen him since. But that day he gave me this pendant as a reminder to not change myself. I've taken it to heart, and persevered through the years without him. It was hard at times, but when the going got tough, I held this pendant and thought about what he would say if I went and messed it all up now. Then I kind of did anyways. But I'm hoping that here I get a chance to prove that I did right with my life, and that I could live up to the way he saw me. As something to give to the world, and protect it. This little pendant has been my rock these past few years… oh why am I telling you this? Reduced to a babbling idiot over a pendant and a boy long gone." Blake said with a sigh as she stuffed the pendant back under her scarf.

"I think it's nice that you have something that drives you, even if that something isn't necessarily in your grasp right now. But maybe one day it could be." Yang said with a smile. The smile then turned to another teasing grin. "Besides, I bet you liked him didn't you?"

"Yang!" Blake exclaimed n exasperation. "I was twelve! He was only a year older than me! We didn't have any of those feeling between us, we were just good friends!" She gave a small huff, but knew she had it coming, and was honestly impressed that Yang showed some semblance of maturity before devolving into her game of teasing once again. Maybe this partnership could work out after all.

* * *

Rex smiled as he was able to listen in on the conversation Blake had with Yang as they walked through the forest. "I'll be able to meet with you soon Blake, and I'm proud of what you've become already." He said quietly to himself as he calmly flicked off of their camera and began to survey the other students progress.

Ruby and Weiss hand managed to argue no less than 4 times, one of which resulted in the forest catching on fire and a pack of Beowolves running crazy. The Arc boy and Miss Nikos had paired up, and surprisingly Jaune had his aura unlocked right in the middle of the forest. "No aura before coming here huh? How in the world did he get through combat school before this?" He asked the other two standing beside him.

Glynda didn't seem to be paying attention, and Ozpin was locked in thought watching what looked to be Ruby and Weiss arguing again. Rex just shrugged as would let them question that on their own. He returned his attention to the scroll, looking to see that Lei Ren had managed to take down a King Taijitu solo. Impressive. Very impressive. Soon after defeating it, Miss Valkyrie appeared and those two were partnered up once again. Fitting really, they came to the academy as a pair, and they would remain paired for the duration of it as well.

Eventually, teams began to trickle through to the temple in the middle of the forest. "Temple" he used very lightly however, it was more a ruin than anything else, with a bunch of chess pieces placed in a circle inside of it. Many teams just grabbed their piece and left, however things at the ruin began to heat up after Blake and Yang stayed there for a few minutes. They were actually prepared to leave with their Knight piece when Ruby Rose quite literally fell down from the sky, before somehow being intercepted mid-air by a careening Jaune Arc.

The situation only got more interesting from there. "Hey, you guys might want to check out what's happening at the temple, I think things are about to heat up." Rex said to Ozpin and Glynda.

Glynda gave a nod. Ozpin looked up for a second before responding. "I'm already watching, and yes, thing seem to be devolving quite quickly at this rate."

Rex turned back to the screen, watching as Nora came crashing through the tree line on an Ursa, Ren close behind her. He seemed pretty upset, and out of breath. Nora quickly left him again and exploded over to the chess pieces, eyeing a rook and grabbing it. As Ren shouted at her and she bounced over to him, he changed cameras and saw Pyrrha Nikos running through the field towards them with an absolutely massive Deathstalker on her tail. She narrowly avoided the pincers as they made a mad swipe at her. Rex however wasn't worried about her, yet. The Mistrali champion was nothing if not resourceful.

What did worry him however was the fact that everyone else at the ruin was now looking straight up at something out of his vision. Suddenly Jaune Arc hopped out of the tree he was occupying looking like he was going for a football catch. He then realized that the Schnee Heiress was careening out of the sky. Jaune managed to catch her, holding her in the air for a brief moment, before they continued their descent, the Heiress crashing on top of him with a sickening crunch. Rex winced at the sound. 'Thank god he got his aura unlocked.' He thought.

Weiss quickly hopped off of him, and walked over to chew out Ruby once again it seemed, when Pyrrha got booted in front of the group by the Deathstalker. Rex winced for the second time that day.

Ruby reacted quickly to the approaching threat, charging the Deathstalker and closing the gap in no time at all… before promptly getting swatted out of the air like it was nothing. She got up well enough, but as she fired a round it was evident to both her and Rex that it was a fruitless effort and she began to run. As she was running however, Rex finally was able to see the second threat that hadn't been in view of the camera's before: an absolutely massive Nevermore. The Nevermore launched a barrage of razor sharp feathers at the group, trapping Ruby with one and cutting her off from the rest of the group.

The Deathstalker then approached her and made to finish her off, however Weiss managed to get around the prison fo feathers and freeze the tip of the stinger just mere inches from Ruby's head. Rex let out a sigh of relief that he hadn't realized he was holding, and looked up to see how the other two were viewing the spectacle before them. Ozpin and Glynda were both deep in thought at watching the 8 teens sort out this dilemma, Glynda writing something into her scroll at the same time. Rex went back to watching them as they had fled the scene and were approaching another massive ruin inside a chasm.

The 8 seemed to be pinned down from reaching the cliff like they were supposed to by the Giant Nevermore. The Deathstalker, which was now unfrozen, burst through the tree line behind them and forced them to have to move up amidst the hellfire of feathers from the Nevermore once again. They managed to reach the edge of the chasm however, and took off across the bridge where the Deathstalker couldn't reach them. Then, however, things went south. The Nevermore made a pass at them on the exposed bridge, smashing it in two and leaving Blake, Ren and Pyrrha on one side with the Deathstalker, and the other 5 on the other side in the middle of the chasm.

Rex grimaced a bit at this predicament, but wanted to see if they could figure out how to take these beasts down on their own. He knew the weaknesses, but they needed to prove they did too.

In a quick chain of events, Nora and Jaune ended up on the same side as Ren and Pyrrha, assaulting the Deathstalker with a quick bash from Nora's hammer, but also resulting in knocking Blake off of the ledge with the resulting counter from the Grimm.

Rex raised his eyebrows briefly, but his fears were assuaged seconds later when Blake used her weapon to turn her fall into a swing, landing on the back of the Nevermore and putting in a few strikes on its back before hopping off and landing with the three girls on the other side. They formed a firing line as the Nevermore came around for another pass, unleashing a flurry of magic, dust, and bullets, before the Nevermore crashed into the ruin and sent most of it falling into the abyss. The girls however, managed to get back up to the top of the remaining ruin and regrouped. Ruby seemed to have something going, as she began zipping about to all three other girls, relaying some kind of instructions.

Meanwhile on the other side of the bridge, the remaining four students were engaging the Deathstalker. Ren got knocked out of the fight quickly by a swing from the stinger, but he looked like he was coming to well enough. Pyrrha tossed her shield with ridiculous speed and precision, cutting the now hanging stinger off cleanly, and allowing it to fall into the head of the Deathstalker. Catching the shield, Nora hopped on top of Pyrrha and the shield and shot up with a blast from her hammer, reaching the top of her arc and then descending with such velocity that when she landed on the stinger, it impaled it deep into the beast, effectively killing it on the spot. The three of them made off the bridge just as the dying Deathstalker fell into the abyss, along with the remains of the bridge. Impressive in and of itself, but what caught Rex's eye the most in that encounter was the fact that while Jaune seemed to have minimal impact in the actual fighting, he called all the shots.

'A natural leader it seems. Maybe there is hope for him yet.' Rex thought to himself as he turned his attention to the girls on the other side.

Yang stood atop the lone remaining pillar on the ruin, drawing the giant bird's attention with her concussive blasts. The Nevermore responded in kind, charging her and opening its mouth wide. Yang however jumped _into_ the bird's mouth, holding it open with her body and one arm while letting loose several rounds into its mouth with the other. When the bird had rotated towards the cliff wall, she hopped out and let it go careening into it. Before it could get up and fly away, Weiss shot up to it and froze its tail to the ruin, effectively trapping it. The heiress then ran over to where Ruby was standing by, Blake shot her weapon over to Yang on an adjacent pillar to her and tugged the ribbon between them tightly. Ruby promptly hopped on said ribbon and the Heiress pulled her back with a darkened glyph. After a few seconds, Ruby shot forward with increasing velocity towards the struggling Nevermore. She slammed its head into the cliff wall, her massive scythe wedged under its chin. She began running up the cliff wall with the Grimm in tow. Upon reaching the top, even from that far away he could hear a sickening slice of the scythe as it cut cleanly through the Nevermore's head, its body slowly floating down into the chasm below.

"Well, that is quite the way to start off the semester." Rex said approvingly.

"Indeed it is, now I do believe we should make haste and prepare for the teaming ceremony. Tell me Rex, which team will you be wanting to mentor." Ozpin said, offering him a scroll with a list of the formed teams now visible on it.

"Team RWBY. No doubt in my mind." Rex said with confidence.

"Excellent. A fine choice indeed." Ozpin responded as the three of them made their way back to the main hall.

* * *

"…Blake Belladonna, Ruby Rose, Weiss Schnee, and Yang Xiao Long. The four of you retrieved the white knight pieces. From this day forward you will be known as Team RWBY, led by… Ruby Rose!" Ozpin boomed over the microphone as the four girls stepped forward.

Blake was somewhat surprised at the choice of the youngest in their group to be the leader. But hey, at least she got to see the Schnee knocked down a peg, and that was enough satisfaction in itself. The four of them eventually walked off the stage amidst the applause from their peers. Ruby was given a letter by Goodwitch on the way out, apparently containing the name of their mentor and a short synopsis of him or her.

Yang and Ruby seemed ecstatic to find out, Blake merely would be content so long as their mentor knew what they were doing and didn't ask her any uncomfortable questions. Weiss seemed to just be ready to get it over with, she likely was not about to respect another student just because they were older. Typical.

Ruby ripped the letter open and began to read through it quickly judging by how fast her eyes were moving. Honestly the girl could do with slowing down a bit, there could be important information she was missing.

"Our mentor is named Logan Rex apparently!" Ruby gave an excited shout when she found the name.

Blake did a double take as her mouth hung open. "W-wait. Who? Say the name again." Blake must have been hearing things.

"Logan Rex." Ruby and Yang said in unison.

"B-But… what… how…" Blake was dumbfounded. She hadn't heard that name spoken in 5 years. She refused to believe it. She wanted to believe it, but she couldn't accept it as truth, it just didn't seem possible.

The hooded mane from earlier that morning strolled up beside them right as she stammered this. He dropped his hood, revealing some slightly messy dark brown hair, and cold steel blue eyes. He gave a smile to the girls. "Evening ladies. I'm your mentor, Logan Rex." He then turned and looked Blake straight in the eyes. "Blake. It's been a while."

* * *

 **AN: Ok, so this week was absolutely crazy with finals and family stuff. That's my explanation for why this is later than intended. But in the end i'm satisfied with the end product and im glad i didnt rush it. As usual, leave a review on what i can do better, what you think of the story so far, and general thoughts. Also do go vote on the poll on my profile if you have the time. Would really help me in gauging what you guys want to see in the future. Otherwise, have a good week!**


	7. Chapter 7: Reunion

Ch. 7 Reunion

Blake stood there dumbfounded. There he stood, a small smile on his face, probably from the look of surprise undoubtedly on hers. After all these years, the only person she had had to comfort her, to talk with, to just let go of her frustrations when the day had been tougher than usual, was standing there acting like everything was almost normal. Sure he was probably containing his reaction, but she just didn't understand how he even managed to find his way here, and after 5 years no less.

She wasn't exactly mad or upset that he was here, a small part of her was actually excited that things seemed to actually be changing for the better with her new start a Beacon, this being a highlight thus far. The face and eyes looked just as they had, the hair, while a bit longer, was also exactly the same, as well as the calm and collected demeanor. It all added up to having to be true in her mind, but at the same time it also seemed too good to be true, she had to confirm it for herself, but this wouldn't be the time nor place. She could put her suspicions to rest only when she had gotten an explanation from him as to how and why, but for now she would have to contain her reaction to something not so drastic as questioning him over everything.

Well, now as good a time as any to reply to him. "It-It has." She let the words stumble from her mouth.

"Blake you know him?" Yang said quizzically, cocking an eyebrow and looking at her.

"She does indeed Miss Xiao Long, although I'm afraid we haven't gotten to talk for quite some time." Rex said coolly. "We were childhood friends. Haven't gotten to speak with each other for 5 years now I'm afraid. I'm actually quite glad she actually recognized me after so long." He said with a short chuckle.

It was Blake's turn to recover: "Well I would've recognized you sooner if you didn't have your face covered by that hood the entire time, and hid your name from everyone." She said in a deadpan tone. "What's with all the cloak and dagger?" As she said this, Blake found it quite ironic, wanting him to explain himself to her in front of everyone when she herself was keeping her entire past save him a secret from her teammates.

Rex seemed to me thinking it over in his head. He finally responded: "Well it's interesting that you ask, I can't say I have any great reason other than that I prefer to keep myself hidden from those that would be better off not knowing who I am, my terms of being here are… interesting, to say the least. No criminal stuff or anything like that! I'm looking at you Schnee, I saw that look."

Blake turned to see Weiss looking away with a dignified huff. Of course _she_ would come to conclusions. That's exactly the reason why Blake was keeping her past a secret, people coming to conclusions without actually trying to understand. That was the entire basis of her and Rex becoming friends all those years ago anyways, he was the only one who actually took the time to understand, and was also the only one she would trust with anything, that is, after she came to understand why and how he got here.

Rex continued, now pacing back and forth between the girls and drawing their attention: "Now, on to business, we can have idle chat later when we have nothing else that needs to be sorted." This statement seemed to make the heiress perk up a bit in the corner of Blake's eye, likely happy that they could get this sorted and she could be done with them for the rest of the day no doubt. Blake wouldn't be surprised if Weiss was secretly fuming over not being picked leader still, even when there were better things to be worried about now that initiation was over.

"First off, as your mentor, I am tasked with assisting you with any conflicts that you 4 may have with each other, as well as with other students. I'm not going to solve them for you, but I will do my best to at least get you on the right track so we don't have a bunch of angry armed students walking around school who hate each other. And secondly, I will be in charge of supplementary training, I can answer questions on pretty much anything, I've done more reading and practice and had more experience with various forms of combat then is probably healthy for me, and I am here to help impart this information and expertise unto you 4. Any questions?" Rex finished his short speech to them, stopping and glancing at all of them briefly.

He got four stares back at him. "No? Ok then… well in that case I guess I will show you all to your dorm so you can make yourselves at home. Yes, Miss Schnee I have my own dorm so you don't need to protest about me sleeping in the same dorm as you."

Blake could here another huff from next to her, knowing the heiress had likely been about to protest about just such arrangements. She just rolled her eyes as Rex started walking off towards what was the direction of their dorm.

* * *

Upon arriving at the dorm, Blake found that the suitcases of their stuff was already there. The wanted to unpack right away, but like her other three teammates she was bone dead tired from the day and wanted nothing more but to relax for the rest of the evening. However, unlike the rest of her teammates, she also wanted answers as to how Rex got here, but she had to get him away from the team in order to not spill any information about herself that may lead to a problem, especially with the Schnee heiress. Thankfully, that little issue seemed to solve itself quick enough.

"Welcome to your room for the next four years' girls. My dorm is further down the hall if you need anything. Oh and Blake, if you want to talk in private, I'll be on the roof for a while winding down for the night." Rex said calmly as he stepped out of the room without another word. The door closed silently behind him, and Blake could hear the sounds of surprisingly light footfalls walking off towards the roof.

When the footfalls were beyond even Blake's faunus hearing, she heard to plops of bodies hitting beds, and another huff from the Heiress. "He thinks he's so good doesn't he?" Weiss spat out with a bit of venom in her voice. "He's only a year older then us, how much more could he _possibly_ know? Has he ever even _been_ to a combat school before? I haven't seen nor heard of any form of credentials from him, let alone anything to prove to me that he really is as experienced as he says he is."

Not even five minutes alone and Weiss had already managed to tick Blake off, she wanted to just lay into the girl right there, but she knew she had to measure her response appropriately. "And how would you have _any_ idea what he has been through? Not everyone that comes here got accepted because of credentials, some got in because of exceptional skill. I mean look at Ruby, she's here two years early, not because she graduated, but because she took initiative and Ozpin recognized it and allowed her in! Maybe you could give him some time before you jump to conclusions. He might surprise you." Blake walked out of the room before Weiss could say anything further. She was left hanging with a surprised expression on her face, her mouth dropped open slightly.

"I…" Weiss began before the door shut behind Blake, a look of genuine distress on her face that she had already managed to upset one of her new teammates.

* * *

Blake calmed herself down as she stepped out onto the roof. The cool night air was refreshing on her skin, and the night sky's black blanket was only blemished by the light of the shattered moon. In the moonlight, she could see Rex sitting there, looking up at the moon, his hands clasped together and his legs crossed. He had his hood down, and the light illuminated his face as she approached where he sat near the ledge of the roof.

She quietly sat down next to him. "Hey. Am I interrupting anything?" she said as she noticed his eyes were shut.

They opened a moment later, his steel blue eyes meeting her amber ones. "If I didn't want to be interrupted, I wouldn't have invited you up here." He gave a smile. "How have you been Blake?"

"That's it? After five years you just look at me calmly and ask 'how have you been'? How did you even get here, where did you go? Why did you leave the monastery and subsequently everything you had going for you there and no doubt at Haven?" Blake could feel the flush in her face as she got upset. Just how could he act like it was nothing? He winds up here after five years and acts like it was all planned out. Meanwhile she felt a mix of emotions ranging from over joyed to angry.

"Well, I suppose I can start with your first statement." Rex began. "I guess you could say that's it. I'm trying to maintain my self-control, to be perfectly honest I wanted to tackle hug you, but for one I didn't know if you would recognize or remember me after all these years, after all I have no idea what you have been doing, you could have changed drastically for all I knew. I'm glad to see that you took my advice and that isn't the case." He scooted over next to her, still keeping his eyes locked with hers, until he pulled her into an embrace.

Blake was surprised at first to say the least, interestingly enough her heart fluttered slightly. She hadn't felt a genuine hug for years, much less any form of indication or words that told her that she was cared about by anyone for purposes other than her talent of being able to fight. It was nice, and she met him in the embrace after a moment. She let the seconds roll by before they released each other, and he turned his head skyward once again.

"As for how I got here, and why, well… I wandered. Truth be told Blake, I messed up. Bad. One day at the monastery, I let my curiosity get the better of me. I found some old… tomes I guess you could say. They contained some dark things, things I can't get out of my head now, as well as an ancient power. It's an old darkness, a darkness that I can still feel a piece of inside me, it's not enough to control me, at least not all the time. It's only ever taken over whenever I hit emotional break points. But it's dangerous. Sorry I'm spouting all of this to you without answering your remaining questions, but I've had two years with no one I could trust to talk to about it, and now you're here and I can actually speak my mind with someone for once." He hangs his head in shame. "I might be a monster."

Whoa, that was a lot of information, a lot of _heavy_ information. It also answered her question on why Rex left the monastery. She had no idea it was that bad however. It worried her that Rex had apparently changed, but as of yet she hadn't seen said change, so she was willing to give him the benefit of the doubt for now. Right now It looked like he had been needing a talk like this for a while now. If what Rex said was true, which she wholeheartedly believed it was, then what he needed was someone to comfort him and help him sort his mind, not someone to affirm what he already thought of himself as true. She knew the feeling of thinking that everyone would hate you if they knew what you were. Rex never judged her for being a Faunus, and she refused to let herself stoop to the level of those she despised just because something sounded bad. There was more to a person, especially someone like Rex, than one bad decision. Even if it had a large impact on him, she would give him a chance, just as he was giving her a chance now, not even seeming the least bit upset at her even though he _knew_ that she had probably had to do some awful things in the new White Fang. She placed an arm around his shoulder, time to _try_ and be comforting.

"Rex, you aren't a monster. You even telling me is proof enough of that. If I thought of you as a monster because of one mistake. After all the things you have immediately forgiven of me by giving me the chance to show that I hadn't changed either, what kind of person would I be to hate you for one mistake?" Blake said softly.

Rex looked up at her. His eyes somber still, but with a bit of gleam to them again. "Thank you Blake. Even after five years, you are still the only person I could ever share something like that with and you would understand and not hate me for it… I'm glad I got lucky and found you again." He placed his hand on hers as it was draped over his shoulder. Her heart skipped a beat for a moment. The wind blew a cold chill between them and Blake and Rex broke the gaze they had been sharing.

"You should probably head back downstairs to your team." Rex concluded. "Weiss might jump to conclusions, if the short amount of time and what I could read from her face tells me anything, she is going to be… difficult. But I think I can work with her."

"Of course." She said as she hurriedly pulled her arm away and stood up. She walked over to the door before she turned around one last time. "Goodnight Rex, it was good to talk. I expect a better explanation of how you got here another time though, alright?"

"Of course Blake, and goodnight." He said as he looked back up to the night sky. She shut the door and made her way back down to the team dorm.

* * *

When she got back into the room, she was surprised to find both Ruby and Weiss now sound asleep, and Yang was the only one awake. She shut the door quietly and went and sat on the empty bed next to Yang, the blonde watching her silently the whole time. Blake looked at her quizzically. "Why haven't you gone to bed? You looked like you were about to pass out earlier?"

"Well, I wanted to make sure you were alright. Weiss calmed down by the way, when you stormed off she seemed actually distressed that she had upset you greatly with that. I don't think she realized how much you actually cared." Yang said with a slightly worried look in her eyes.

"I'll be alright, Me and Rex have known each other for long enough that we can understand each other well enough. There is no way he would ever bring harm to me, you have mine and his word on that. The same goes for you all, he's a good person, even if he seems like he talks big. He's actually really bad at speaking with more than a handful of people at a time. The speech he gave yesterday probably took all his effort. I got upset at Weiss because she doesn't know him like I do, and while I don't personally vouch for the experience in the world that he says he has, I can vouch for the fact that he has been training longer than any 2 of us _combined_ I would wager." Blake replied to her blonde teammate, reminiscing on some of the chats she had with Rex long ago.

Yang's slightly worried look went at ease, before turning to a sly grin that Blake was coming to know well by now, and she dreaded it. "So he's _totally_ more than a friend, isn't he Blakey" she batted her eyelashes at Blake.

"Oh my god we are _not_ like that!" Blake said in exasperation at Yang's teasing. She did her best to keep quiet though, she didn't want to wake the other two. Thankfully, Yang seemed to relent, sort of.

"Whatever you say Blake. I haven't gotten to see much of you two together yet, but I know chemistry like that when I see it. Buuut I will let it go for now." Yang said with a sigh. "Good night Blakey."

Blake rolled her eyes. "Good night Yang." She quickly changed into her black and grey yukata and shut off the light. She slipped under the covers. She lay there, thinking on what had transpired throughout the day, as well as what Rex and even Yang had said to her. Maybe she did feel something more for Rex, maybe she didn't. She didn't have time for these feelings if they were true however, she still had a goal to help right everything that she had helped make wrong in the world. If she did end up having feelings for him, or anyone else for that matter, they would have to come second. It was too early to tell really what else she wanted or how she felt about anyone else. Only time would tell her she supposed. With that however, she drifted off to sleep, contented with the path she was on for the first time in her life.

* * *

The next morning, Rex got up and did a routine similar to that of the past week. He showered, ate, and meditated. After he finished meditating, he saw both his team and team JNPR running across the courtyard in a full sprint. 'Heh, late for class it looks like. Guess I can take this time to go and try and meet some of the other mentors before they run off to classes as well.' Rex thought as he stood up. He walked back inside, as he passed the team dorms, he noticed both were left open. He shut both of them with haste, shaking his head a bit at their carelessness, before hearing a small throat clear behind him.

"Ahem, Rex is it?" Rex whirled around at the sound of the voice, almost like Weiss', but with a bit more of a regal tone, maybe a bit more sass? The voice belonged to a girl who looked roughly his age, maybe a year older. She had jet black hair that was short in the front, but had extremely long, spiraling extensions of hair that wound down to her waist on either side of her head. They seemed to be held up by several white ribbons atop her head. She wore a black jacket and skirt that ran to her knees, a white blouse and red tie underneath. Her pale skin was a bit off-putting, similar to her blood red eyes. They seemed to be piercing into his very soul as they stared him down.

"Umm, yes." Rex said hesitantly, unsure of who the girl was or how she knew his name.

"My name is Sanguine, Sanguine Ludenburg." She said with an unnatural smile on her face. She extended a hand out to him. "I'm the mentor of Team JNPR. I was informed by Headmaster Ozpin to talk to you if I had any questions on being a mentor, as JNPR already seems to be bonding tightly with your team, RWBY, based on their interactions during initiation. It's a pleasure to meet someone so highly regarded by Ozpin himself."

Rex shook her hand warily, still off put by how she had seemed to be able to sneak up on him without being heard, and in those heels no less. He recovered quickly however, and made a response. "Good morning Sanguine. You caught me off guard, I wasn't aware anyone else was still in the building."

Sanguine gave a small giggle in response. "I _do_ seem to have a way of getting around unnoticed by many." She clasped her hands together as she said this, giving a small smile. "I must say, you seem to be cut of a different figure than most of the other mentors. You seem to speak of experience instead of the run of the mill students who chose to be mentors, thinking that it would be an easy task. They have _no_ idea what they were in for. You however, seem to have a drive, experience that can speak to others and they can be confident you know what you are talking about, because you've done it before, put it into practice, like with your little speech that you gave on the first day. I could feel the experience behind you, I knew that you were someone who had actually been out there and done things before, even if you came of as a bit odd and perhaps a bit edgy?" Sanguine put one hand to her chin as she though on that last comment. "Yes, a little edgy, but good overall, very convincing." She smiled and clasped her hands back together.

Rex was surprised at the sudden praise, but he kept his cool. "Why thank you Sanguine, but really I'm terrible at speaking, I was just speaking my mind and anything I could say that sounded convincing was what I used. Though I get the feeling that's not the only reason you approached me, is it?" Now it was Sanguines' turn to be surprised at his perception.

"Well, I see I can't hide it from you, yes, there is more to it than that. I actually wanted to get to know you more since our teams will be working closely together, and was hoping you could talk to me about how you ended up getting here, as well as what you plan on doing to help out your team. To be perfectly honest, I don't know that I'm ready to help mentor a team either." She said drooping her head slightly, but maintaining her proper form.

"Well, as far as how I got here, I wandered, and that's all I will speak of on that subject. As to what I will be doing with the team…" Rex thought on it for a moment. "After this week I will likely have them do an increased number of spars then the curriculum calls for, I want them to be crushing their classmates, not just beating them by the skin of their teeth. In my opinion, the overall combat level of the first years needs to be much higher, and many lack the diligence to meet my standard, so I'll have to get it through to them one way or another. I will also be doing Grimm fighting days on the weekends, or Fridays, whenever they don't have something planned that is. They are going to be fighters and warriors, but I do want to give them some time to socialize and be themselves. This will probably only really start happening more second semester though, when I get a better feel for how they all work alone and as a team. I want to get to know them better before I start trying to push them further. I would suggest you do the same with your team."

"Wow, that's… a lot more than I thought I would need to be doing, but there is wisdom in that." Sanguine mused. "I'll take your advice on that, and plan out my own schedule accordingly. Unfortunately, because I am also a student, and not exempt from classes like you appear to be, it won't be as… intense. But it will be adequate nonetheless." Sanguine said with a smile. "Maybe I can compare notes with you later on things I can do to make my team to the same caliber that yours seems to be on track to being if all goes well, I will _not_ settle for mediocrity. But alas, I must go to my own classes for now. See you around." Sanguine gave a slight bow and walked down the corridor.

Something about her whole demeanor didn't sit right with Rex, but she spoke true. She was in fact on the list of mentors when Rex went to check it on his scroll. However, he wasn't convinced she had nothing to hide. There was something peculiar about Miss Ludenburg, maybe he would find out eventually, but if he was to work with her, he would have to put those worries aside to actually help the students. He walked off to attend to some business that Ozpin wanted taken care of with Professor Port after class, hopefully this day didn't have to be too eventful.

* * *

Rex finally found Professor Port standing outside on a large balcony after his class had concluded. The round man's burgundy suit and moustache were impossible to miss. He casually strode up next to the man as he looked out over the Beacon grounds. "Afternoon Professor Port." Rex stated.

"Oh Ho! Rex was it? One of Ozpin's favorite mentors, and one of our staff now correct?" Port exclaimed with much enthusiasm. "To what do I owe the pleasure this fine day?"

"Yes, you could say that. However, Ozpin sent me to find you because he wanted to have a chat with you about bringing a live Grimm inside the classroom like you apparently did. I must say, quite impressive to have caught one and kept it alive for long enough to be of use."

"Ah, I see… did he err, seem upset, at the mention?" Port seemed to be somewhat distraught behind that moustache of his.

"Hmm thinking on it no, in fact he was quite intrigued when he heard about it. Nonetheless you might want to go talk to him." Rex replied.

"I will do just that!" Port said happily as he began to turn around.

"Professor Port!" A voice Rex immediately identified as Weiss Schnees' could be heard clear across the balcony

The two of them turned around to see the Heiress approaching them. "Ah Miss Schnee, to what do I owe this fine pleasure?" Port bellowed out.

"I Enjo- ", Her voice cut off as she realized Rex was there also. "O-oh, am I interrupting something?"

"Not at all child! Please continue. How can we be of service?" Port responded back, speaking for the both of them.

"I…I Enjoyed your lecture." Weiss said this, but Rex could see that she did not seem to be at ease.

"Weiss, what's really going on?" Rex piped up, cutting Port off before he could reply.

"What, how did you…" Weiss began.

"Weiss, I can tell fairly well when someone is upset, please, talk to me about it, I would hate for you to forgo me, your mentor, who is supposed to help you all with your problems should they arise, to ask a teacher about it instead. Port, if you will, go ahead and head to Ozpin's office so he isn't kept waiting too long, I think I can handle the affairs of my own team." Rex said calmly, even though he was dreading having to put up with the Heiress.

"Errr, yes. I should probably not leave the headmaster waiting should I? Right! I will be off! I bid the both of you good day!" Port promptly left in search of the headmaster.

Once he was gone Rex motioned to sit. "Weiss, please, I have already come to figure you don't respect me, or do you trust me. But you never will if you don't let me help you and prove to you that I can do the things I've told you I can do. So let's start here, what is bothering you?"

Weiss let out a sigh and sat down. "I just… I think I should have been the leader of RWBY."

Rex let out a chuckle at this. "And what makes you say that? Why do you believe you would be a better leader than Ruby is?"

"Because I have more training, I've worked harder, trained harder, and frankly I know I can do a better job than she can. She has only been a nuisance all day. She has done nothing to prove she can handle the responsibilities of being a leader!" Weiss said, almost exasperated.

"And what makes you think you can do any better than she can after only one day of school?" Rex asked.

"Pardon?" Weiss furrowed her brow, looking up at him with a confused expression.

"After one day, I see no reason why I could agree with you being leader over her." Rex began to pace back and forth. "Ruby is energetic, a bit immature yes, and has never been put in a leader role before. But her enthusiasm is something that can make her perfect for the job if she is given the tools to become the leader she is envisioned to be. Right now what I have seen from you is that you are confident yes, but also you didn't get what you wanted, and _you_ have also done nothing to prove to me that you have earned the right to even question her position, save for disagreeing with a choice that was made. What reason do you give for anyone to want to listen and follow _you_ , when you can't even follow someone else and put trust in them yourself?" Rex looked at her to see her reaction.

Weiss just sat there dumbfounded. "But…but I don't understand. What you say is true, I suppose, but why would they choose her over me when I've put in the time and effort to get where I am today, and have always wanted the position, and she just seems to go with the flow and doesn't seem to understand the seriousness of her appointment?"

"Weiss, I couldn't tell you _why_ they chose Ruby over you, but what I can tell you is how you can make this work. All I ask you to do is to give her a chance. Ozpin let her in early for a reason, it was no fluke and no mistake. She has worked just as hard as you have to get here, she just has a different way of seeing things. I understand it can be difficult when you have learned to act or do things a certain way all your life. That is something difficult for everyone to come to terms with. What you can do however, is prove to her that you are a valuable asset to the team. You don't need to be the best leader, instead you can be the best teammate possible. You won't agree with her on everything and some things you just won't be able to have a say in, but if you prove to her that you are willing to work with her, to help her, she will grow and be the leader you would want her to be. No one ever became a leader in a day, and I don't expect her to now. But the only way she will ever get better is if she has a guide, and what better way to learn then to have someone who has got her back, and can steer her back on track if she starts to stumble. You can be that person Weiss, you have a good head on your shoulders, I can believe it, I hope you can see it too." Rex concluded his little speech looking her dead in the eye, awaiting her response.

"I-I think I understand now Rex, thank you. Perhaps I was a little fast to judge you after all." Weiss have a graceful curtsy and took her leave, Rex then stood alone on the balcony before he too walked away. The golden sunset ending the day.

* * *

About a week later, Things had been calm for a while. Classes were going fine, Rex's chat with Weiss had seemed to have a change in the girl. She seemed a bit more motivated to help instead of hinder Ruby and the rest of the team with her actions. However, while she had come to respect Rex's ability as a mentor, she still seemed a bit skeptical of his combat ability when he had laid on the training plan that he had worked up with Sanguine the past week while the teams were in the Forever Fall forest. She still wasn't convinced of his ability. Rex's chance to prove himself however, came in the form of a message from Goodwitch.

Rex quickly scanned the scroll as he stood up from his morning meditation. Apparently Goodwitch was going to be busy later that day, and was combining both combat classes for the day into one. She wanted rex there to be used as a good opportunity to show them how much they had left to learn, as well as monitor what the students themselves could improve upon in their fighting technique.

Rex was happy to oblige her, and sent a return message affirming that he would be there in just a few minutes. He gave a smirk as the message sent. This was going to be fun, and an interesting surprise for everyone else.

* * *

To say him walking into the practice arena was a surprise to everyone present would be an understatement. Every single pair of eyes in the room followed him as he made is way next to Goodwitch. None of them had yet to see him fight, nor did they know what his weapon or semblance was, save for Blake.

"Afternoon." He said plainly to her.

"Hello Rex, glad you could make it. It seems some of the students don't understand the effort it takes to be a good enough fighter to be successful in our line of work. I was hoping you could demonstrate otherwise after a few fights." Miss Goodwitch said as she looked to him.

"Of course, however, to make this a bit more of a challenge to me I will not be permitted to use my semblance. However, they can." Rex replied.

"Of course." She turned to the class and spoke up. "Today class, will be largely like any other. There will be several spars that are between predetermined students. However, we have the privilege of having Mister Rex here today to spar with one of you, and show you the level that all of you will need to be at if you want to be true huntsmen one day. You can't just put in the minimal effort into your training forever. And to add a bit of mystery to the opponent, Rex will be picking his challenger at the end of the class."

Murmurs ran throughout the students, but otherwise Rex and Goodwitch took their place at the edge of the area, and the students began their spars. First Yang vs Pyrrha, Pyrrha won that fight but it was much closer then Rex thought it would be. Then Jaune vs a boy named Cardin. That match was also closer then Rex expected, however Cardin still ended up winning in the end. Blake vs a boy he didn't recognize, apparently named Sky Lark. Blake destroyed him, he gave a silent nod of approval after that fight. Several more spars occurred between students he didn't recognize before finally Goodwitch turned to him. "It's time for you to show them how to fight."

Rex gave a nod, and as the last two students cleared the arena, he walked out. He took his place at the center of the arena and looked the students over. He knew who he wanted to fight, she hadn't been in a fight all day, and it was time to prove he was as good as he said he was. "Weiss Schnee. You will be my opponent." Rex said as he looked to the girl in white.

She strode down to the arena and brandished her weapon, the two of them getting into ready stances. She looked confident, but Rex could see past the guise. The grip on the hilt of her sword and the small beads of sweat forming on the fringes of her forehead spoke of suppressed nervousness.

"Begin!" Goodwitch announced.

Rex slid his katars down from their rails with lighting speed, all four seeming to absorb the light around them into their midnight hue. He rushed Weiss, closing the gap quickly as she sprang into action. She threw a flurry of spells from her rapier: Ice shards, fire bolts and lightning shocks. Rex danced around the spells as he got right up next to her and locked blades, cutting off her barrage of attacks.

He held there for a second, keeping her rapier locked up, before pulling back slightly, feigning a recovery.

Weiss made to capitalize on the rebound with a fire infused thrust, but Rex had already gotten her to fall for the bait. He caught her rapier in between the blades of Vetita, twisting the blade up and forcing her off balance mid charge. He then went into a deadly spin of blades, slamming Vetita and Verum against Myrtenaster over and over, one after the other. The battering assault took its toll on the girl, and Rex brought both sets of Blades down at once, disarming her and sending Myrtenaster clattering to the floor. He used his momentum to finish with a spinning kick to the legs, tripping her up and sending her crashing to the ground. He heard a unanimous gasp as her aura dropped from near full to almost 50% with the singular hard slam to the ground.

He didn't give her the chance to recover. He placed a boot on the hand that he had seen her use to summon her glyphs, and rested Vetita's blades a scant few millimeters from her throat. "Do you yield?" Was all he asked.

Weiss could only nod. Rex sheathed his blades and offered her a hand up as Glynda came forward. "And that's the match." She stated.

Rex looked at the time. The match had only lasted 45 seconds. He picked up Weiss rapier and offered it to her. She took it silently, her head bent down in shame at having been bested so easily. Rex walked her back over to the arena exit and Goodwitch gave closing remarks to the class.

"Hey look Weiss." Rex began, getting her attention. "I know this might be hard to stomach. I wanted to show you all that you can actually learn a thing or two from me. I'm not just all talk. It's a hard lesson to learn. But you will be better for it. All of you will. I just hope you don't come to resent me because I did it in such a…brutal fashion."

Weiss looked up. "No… I understand better now. I guess I just thought I was better and didn't need to listen to anyone. It's something I'm learning a lot lately. Thank you for making me see I still have far more to learn then I thought I did." She walked back up to her team.

* * *

Blake was stunned at the efficiency Rex had in defeating Weiss. She could tell he held nothing back, but he hadn't even used his semblance. That was what scared her. He had taken her down in 45 seconds without using his semblance, and forced her to forfeit after a disarm and a singular blow that chunked her aura massively. While the others didn't know his semblance, she knew that could have easily been a 20 second match if he hadn't limited himself, if not even shorter.

"That was… Brutal" she heard Yang say next to her as everyone stared at the girl Rex was now walking back over to the entrance to the arena.

"True." Blake said. "But that also shows us how much we still have to learn, if Weiss was defeated so easily, and she isn't exactly a pushover."

"Yeah but just… wow." Yang said, still in shock at the match result.

Weiss now came up the ramp and back to her team. She looked distraught, but not as angry as Blake thought she would be. Ruby immediately shot over to her however. "Are you alright Weiss?!"

"I'll be fine Ruby. It was just a wakeup call was all. That fight taught me may things. One of them being I'm not nearly as good as I thought I was. While I'm upset, I also know I can work towards being as good as I thought I was before, and actually having the skill to back it up, like Rex appears to have."

"Well I'm glad you at least learned something!" Ruby exclaimed as she tried to give Weiss a hung, only to be stopped by a palm to the forehead.

Blake rolled her eyes and gave a small smile. She and the rest of her team walked out of the arena building and off to the weekend. The Vytal festive would be coming to town soon, and things were shaping up to be good for them, even if Blake had to continue keeping some secrets.

* * *

 **AN: Hey guys, so I planned on having this chapter up Friday, but well Life happened and i just now finished it, oh well. I cant say i'm quite satisfied with this chapter, probably because this is the part that i dreaded writing the most because plot wise in the show it feels very disjointed, and i feel like it shows a bit in this chapter. Something I will have to work on in the future. Also you may have noticed I excluded Forever Fall trip here. i felt it wouldn't be right for Rex to be involved in everything they do, especially because Forever Fall played more towards Jaune and team JNPR then it did team RWBY, so i didn't think Rex should be present for the trip. Don't fret however, i plan on using Forever Fall again, and I think it will be much better use of the location then just rehashing the Forever Fall trip again. Anyways, leave a review and let me know what you think of the chapter, how you are enjoying the story so far, and your thoughts on the introduction of the new character Sanguine. Shout out to my friend Rydu for giving me some assistance in understanding his OC a bit better and i hope i did it some justice.**


	8. Chapter 8: Midnight Fight

Ch. 8 Midnight Fight

Rex sat out on the roof in his usual attire, his dark garb making him a silhouette in the moon's faint light. He had been thinking on the events of the past weeks. His talks with Sanguine, while uneventful, had allowed the two of them to make some serious progress with getting to know their teams, as well as planning out new ways to challenge them. His battle with Weiss, while more of a lopsided victory then a hard fought match, won him the respect of the most resistant member of team RWBY, a feat that had been much needed if he was to be able to teach and help instead of just spout words that would go unheard and unabated.

There was a small creaking behind him, followed by the patter of soft footsteps. He knew who it was, the only person who would bother coming out this late to the roof. "Blake. Good to see you could make it."

He looked at her as she sat down next to him. She was already ready for bed, dressed in her black yukata. He stared a few seconds longer then he probably should have before turning his head back skyward, but Blake didn't seem to notice as she took a seat.

"Well, I've been meaning to talk to you about something that has puzzled me, if you don't mind me asking: Why did you come here? Why did you choose to take a role in the school? Teaching doesn't seem like something you were interested in, to me." Blake said, looking at him with a quizzical expression.

Rex thought on it for a moment. "Well, truth be told, I was just paying back a favor for a friend. Then Ozpin offered me a position as a mentor. I _was_ going to turn him down, but then to be honest when I saw you were on the roster, I knew this was the place I had to be. I came here because of you Blake. I have nothing left for me anywhere else, and when I saw that you were here, you were the only thing that was familiar to me." He felt a certain warmth as he spoke, Rex had an idea what it was. He wanted to care for her as more than just a longtime friend, but he knew now was not the time or place, nor did he know if she would reciprocate those feelings. So for now, he would hold his tongue, and prevent any awkward circumstances from occurring. Maybe someday, but not today. He simply gave her a smile with his answer and hoped it would suffice.

"That's…. that's a lot more care for me than I thought anyone had, It's…. heartwarming that you went out of your way to see me again. I appreciate it." Blake replied. Rex could see a small blush on her cheeks in the moonlight, but he said nothing of it.

"I-I think I should go, wouldn't want Yang and Weiss to get the wrong idea would I?" Blake said quickly after. She stood up and dusted herself off. "Have a good night Rex."

"Yeah, you too Blake." Rex said softly as she walked away. He looked back up to the night sky. "What are you going to do Rex? You're a terrible person and you know it, there is no way she would think of you that way, so why bother? Hoping maybe?... I guess I'll find out in time." Rex stood up after talking to himself, and slinked back inside to his own dorm.

* * *

Rex awoke the next morning, finding a message from Ozpin waiting on his scroll. "Hmm a mission Briefing, meet in my office ASAP." He read aloud. "Looks like the other half of my job begins." He quickly got up and prepared for the day. After getting ready, he threw his hood up and walked out of the dorm. In passing the team room, he heard an argument taking place between Weiss and Yang about something. It sounded trivial, something about etiquette or something. It wasn't worth the time for him to butt in and sort out, but he shook his head nonetheless. "One day you'll learn Weiss…" He muttered as he passed by and headed outside towards Ozpin's office.

* * *

Rex rode the elevator all the way to the top, stepping out and walking over to where Ozpin stood with his mug in hand.

"Ah good, you got my message. Care for a cup of coffee to wake you up?" Ozpin asked, offering him a second mug.

"I'll be fine, but thank you. Rex said as he waved the mug away. "I would like to get this thing moving, If at all possible."

"Of course." Ozpin said with a nod. "To business then." He walked around to his desk and pulled out a datasheet and a map of Vale. "It appears there has been a massive chain of Robberies in the past few weeks, all dust shops, and all suspected to be done by the White Fang." The hit stores appeared as little red X's all across Vale as he said this, Rex eyed them with curiosity.

"What do the Fang need with so much dust?" He asked.

"That is what I need you to find out, I want you to go into Vale and seek out whoever or whatever you can find that would give you some indication as to why the Fang is making all of these robberies, as well as find out if they have any associates." Ozpin stated.

Rex have a nod. "Understood. Is there anything else?"

"No. That will be all, this mission begins now. There is a Bullhead waiting for you at the docks." Ozpin concluded. "Good Luck."

Rex gave another nod, before turning and reentering the elevator, riding it all the way back down. He had an idea of who he could talk to for all the information he needed, and he had one Yang Xiao Long to thank for it.

* * *

Normally Rex would have done an investigation like this at night, so if he needed to beat a hasty retreat to prevent being caught he could just melt into the shadows. However, getting information would likely be best kept for the morning, when no one would be inside Junior's club save for his hired hands, the perfect time to make sure no one could overhear them.

He approached the location of the club swiftly, weaving through the backstreets of Vale with ease. The early morning sun warmed his body in the few parts of the allies that were not shadowed by the buildings that covered them. He arrived at the club with no problems. The bouncer looked him once over and gave a nod, apparently Rex looked older then what he actually was, he wasn't even asked for an ID, then again it was early morning, and the guard could only assume what Rex's business here was.

Inside, the club music was turned down low, but it was just loud enough that unless you were close, you wouldn't be able to hear two people conversing. Rex spotted Junior behind his bar counter, and made his way down the steps and over to him. He took a seat and watched as Junior walked over. "What do you need, I haven't seen you in here before." Junior asked almost bored.

"Information. And I hear you are the one to talk to about that." Rex replied.

"You heard right, but I don't talk for free, I charge. Be it Lien, work, favors, items of value. What do you have?" Junior asked.

He pulls out a small pile of Lien from his cloak. "The traditional method. 1000 Lien will be enough." He placed the Lien on the counter and slid it to Junior.

Junior counted the notes carefully. After a moment, he pocketed the bills and seemed satisfied. "Aright, what do you want to know."

"I need to know why the White Fang needs so much dust, as well as who they are working with." Rex said plainly.

"Tall order. But you have paid handsomely for it. Unfortunately, even I haven't come to learn their full motives. The only thing I do know is that they are stockpiling it somewhere in the industrial district of Vale. They've kept the exact location very well hidden though. The only reason I can even get that much is because I've had reports of some secret shipments heading into the area, but none of my guys can get any further than that without getting to risky. As for associates…." Junior thought about it for a moment. Roman Torchwick has been unusually active lately. If you want to get some more precise information, you may want to try him. However, you will have to find him first. He's had an unusual correlation of going off the grid after running a heist, and he's been spotted at several of the dust robbery incidents."

Rex gave a nod. "I suppose that's all I can hope for. Thanks for the help."

"Don't thank me, getting involved with them is never a good time." Junior said back.

"I know, but it's always nice to get something to springboard off of." Rex said as he walked away. He left the club quickly and made off to investigate one of the more recently robbed dust stores.

* * *

Rex stood in the elevator more than a little upset. He had managed to check four robbed dust shops thoroughly for any trace of where they might have gone or what the culprits had used. Whoever Torchwick was, he was good. He didn't have a single scrap of evidence to prove he was ever there except some hearsay and his intuition of knowing they were the perpetrators from the start. At least Junior's information was good. He had a name, and he had a rough location.

She stepped out of the elevator as it hit the top, and walked over to Ozpin's desk, where he was waiting. "So what did you manage to find?" Ozpin questioned.

"Roman Torchwick is working with them. They have been delivering the dust somewhere in the industrial district of Vale, however I couldn't find any meaningful evidence at the site of the robberies to support this. I also was unable to get any leads regarding the purpose of the dust robberies." Rex stated.

"Hmmm… I see. That's not the best news, but it's something I can work with. You have done well Rex. Knowing Torchwick has come to light and is involved is a big heads up for us. I'll determine our next course of action. You should get some rest. You do still have to deal with your team for the next week after all. Enjoy the night." Ozpin said with a smile.

Rex gave him a nod in affirmation. He turned around and left the room without another word.

* * *

The next week passed by quickly, but uneventfully. The girl's classes seemed to be a breeze for them. They did their training that was prescribed to them by Rex without question. Everything seemed to be going well, and boring. However, When Rex was walking to the dorm of the four girls to give them their new training regimens that he had planned out the previous night, he was surprised do see a flash of black run past him.

In his surprise he could only quickly move out of the way. "Blake, wait!" he heard Ruby cry out of the dorm room as the blur passed him. After a moment, he realized who had just ran past him, and he quickly ran into the room. He looked around to see faces of dismay from Ruby and Yang, and one of anger and some surprise from Weiss. IT didn't take long for him to realize who was likely the cause of this new issue, however in the interest of fairness, he leveled his question to all of them at once. "What happened? Explain. Now."

"Blake had seemed a bit upset after we returned from the docks today. She and Weiss were arguing about something the entire time." Yang began.

"And _then_ it escalated, until Blake said something that threw everyone off." Ruby burst in.

"What did she say and what was the context of the conversation?" Rex questioned hastily.

Weiss took a step forward. "She said 'Well maybe _we_ were just tired of being pushed around' when I had just been talking about why I _despise_ the White Fang. Who would have thought that she was a member of the White Fang this whole time? Right underneath our noses."

Rex groaned. "Dammit… and like you have before, you came to conclusions didn't you Weiss?"

A look of shock appeared on Weiss' face. "What?! What are you talking about, I know what she said, and I know what those, those _degenerates_ do! What more is there to consider?"

"Maybe that she _left_ the White Fang?! Did _that_ ever cross your mind Schnee?" Rex snapped at her. "I'm going to go searching for her, and I damn well expect you to as well. All of you. I swear if she ends up getting harmed because of this…"

Ruby gave a little salute "Yes sir!"

Yang nodded alongside Ruby. Weiss merely gave a grumble, but nodded nonetheless.

"Good. I'll begin my search tonight, tomorrow I expect all of you to be down in Vale searching for her. No buts, distractions, or other reasons why you shouldn't be searching. Understood?" In his anger, he hadn't noticed the growing tendrils of shadow growing around him.

The three girls all stepped back from him, slightly afraid of him. Hey merely nodded in response.

"Good." He said simply. He hurried out of the room. He had a friend to find.

* * *

Blake just ran, and ran, and ran. She had gone and messed up. She hadn't meant to let that slip up happen, but Weiss had just made her so _angry_ from the Heiress' ignorance. It pained her to run, Ruby and Yang were always so kind to her, albeit a bit pushy with getting her to do stuff with the team. Then again, so did Rex. That though hurt her even more. After all this time, and the effort Rex had gone through to find her, she was throwing it all away. Did he mean nothing to her? No. She couldn't think something like that, he meant a lot to her, he kept her secrets, listened to her… comforted her. She stopped at the thought, looking up at the statue of the huntsmen with a Beowolf underfoot. The shadows hid part of the huntsmen's faces from the moonlight. The Beowolf seemed to be in pain, much like what she felt at that very moment.

Just as things seemed to be on the upturn for her, her world was crashing down once again. She slowly reached up and pulled off her bow, looking at it with two sad amber orbs. The little black bow that had hid her secret from everyone but a cherished few flapped listlessly in the soft night wind. That secret was the cause of her torment, and the thing that kept he from so many opportunities in her life. It would be hard, but she decided she had to move on. She hated to do this, to Rex, to her teammates, to herself. But for the sake of keeping extra discord out of her team, she would leave. She had to clear her head. Knowing Rex, he _would_ come looking for her again. She could count on that. She wanted time to think for herself however.

"I knew you would look better without the bow" A voice said from a short distance behind her.

Her ears twitched and she whirled around. Behind her, about 30 yards away and hanging from a tree with a smirk on his face was the guy she had seen at the docks that morning. The monkey faunus flipped over and hopped down and began to walk over to her. His shock of blonde hair, white jacket that exposed his chest and abs, and slightly sagging blue denim shorts just screamed rowdy and wild guy, definitely not her type, but he was a Faunus so she would give him the benefit of the doubt of proving her wrong.

He approached her and stopped a few feet from her. "Hey, I'm Sun!" He said unusually cheerily.

Blake just gave him a nod. "Blake."

"What are you doing out here in the dead of night? You seem a bit upset." He asked.

"I… I'll talk about it later. I just need to get out of here and clear my head." Blake said quietly. "I don't really know you, but right now someone I don't know might be what I need. We should go."

Sun looked extremely confused. "Okay…? Where to?"

"Anywhere that isn't here, I just need to get away for a while." Blake responded.

"Ok! I need to check out vale anyways, so let's go!" Sun said happily, his bright demeanor returning.

Blake gave him a nod, and the two set out to Vale.

* * *

Eighteen hours. That's how long Rex had spent scouring the city for Blake. The past day he had done nothing but check shops, sweep through alleys, check the spots he knew she frequented, like the bookstores. He had the girls searching the ground now while he took to the rooftops, he had already sworn to himself that he wasn't resting till he found her and brought her back to Beacon. He was on the coastal side of Vale now, overlooking one of the docks. Most of the rest of the city he had either already swept or sent the girls to check.

The pristine water rippled lightly down below him as he stood atop a lighthouse, planning out his route to scan the docks. The night sky held only the shattered moon, the light flooding over the docks, causing long shadows, perfect for him to move around quickly. He was just about to move and begin searching for Blake along his predetermined path when an exploding was seen further down the docks that rocked him on his perch even though it had to have been several hundred meters away.

After a brief moment of consideration, Rex determined he had to go there first, the explosion likely would draw a lot of attention, and he wanted to investigate this without the interference of the authorities, he also had a sinking feeling that Blake might be involved if this was Fang activity, but he would find out if that suspicion was true soon enough. He disappeared from the lighthouse in a flurry of shadows, and reappeared in the shadow of one of the warehouses down below. He ran off towards the explosion, weapons ready.

* * *

Blake was quickly realizing this whole idea of trying to prove that the Fang was not behind the robberies like Weiss had assumed was a terrible idea, not that she wasn't wholly convinced it was them at this point anyways. The docks were swarming with them now, and the man known as Roman Torchwick was no slouch in the fighting department. She hit the deck and went into a roll, recovering from the massive explosion and running around the corner. Another hit like that and she _knew_ her aura would be drained to a point that anything after that would cause real damage.

As she was running behind several blue Schnee Company shipping crates, she was ambushed by four White Fang thugs. These were hardly a challenge for her, outfitted with only swords and simple rifles. She gripped gambol shroud in both hands and engaged them, taking out two of them with a swift strike to each of their midsections, they both dropped with a pair of thuds as she focused on the remaining two guards. She used her semblance to tank the hit from the spray of rounds coming from one of the Fang members, the other advancing quickly on her.

Using the clone of herself as a distraction, she jumped up and kicked the man rushing her in the face, before tucking into a roll. She leapt out of the roll, pouncing on top of the other man as he made to reload his gun. A quick bash to the face with the butt of Gambol shroud and a swift kick to the groin took him out of action quickly. She whirled around to see the rushing man still in a bit of a daze, she kicked him in the side of his torso, just under the ribcage. He tumbled into the water with a Wilhelm scream.

She quickly finished her route around the crates and found Sun down in front of Roman, the Fang having him surrounded, and even more landing in additional bullheads and latching cargo onto them fast. This wasn't just a dust robbery, this was a full scale operation, and Torchwick was at the head of this one, and she was trapped in the middle. It was stupid she knew, but Sun had been kind to her, listened to her, followed her here on this stupid and poorly thought through plan of hers, she wouldn't let him die for it. She wouldn't run this time. Blake jumped at Roman and knocked the cane to the side, sliding Gambol shroud along it and delivering a swift knee to the gut right behind it, not giving Roman a chance to react to her moves, just like Rex had taught her.

Roman was faster than she had thought however, despite the knee to the gut, roman's strength won out over her own, pressing back against Gambol Shroud with his cane and now throwing her off balance, she hadn't considered him doing that, she figured he would be too stunned by the sudden attack to react. He followed his rebound up with a punch to the face and he slammed his cane into her side, just above the hip. She was knocked into the ground next to Sun. She slowly turned herself over, only to be faced with the tip of Roman's cane pointed right at her.

Roman gave a cocky smirk. "End of the line, kitty cat. You two gave me a run for my money, but you're still not even close to a match for me." She heard a small click in his cane as it chambered another grenade round.

This was it, she would die there, beaten because she was stupid and reckless. She had never even come close to accomplishing her goal of seeing humans and Faunus live in peace, if anything she had only fanned the flames, and never been able to undo that damage. She shut her eyes and braced for the impact. But the impact never came.

* * *

Rex hopped up on a nearby warehouse adjacent to where he saw the explosion. He saw Blake around the side of the crates and wanted to hop down right away, but his tact prevailed. He pulled out his scroll and sent a message to the remains of RWBY reading: "Dock 32, where the explosion went off, Blake is here, get here fast, we have hostiles in abundance."

He clicked send and shoved the scroll back into his pocket and unsheathed his katars. He looked back up and his blood ran cold. Blake was down on the ground next to a blonde haired guy, Roman Torchwick stood over them, pointing his cane at Blake's face. Rex had read up his bio, he knew there was a gun in that cane, and he would be damned if he let him use it.

His anger welled up inside him and he phantomed down to ground level. The darkness inside him latched onto his flaring emotions, taking him over somewhat. His eyes had faded to midnight orbs underneath his hood. Tendrils of shadow began to swirl around his body, whipping up his cloak as he dashed towards Roman.

Right as it looked like Roman was going to fire, Rex slammed into him with as much force as he could possibly muster, decking Roman. Rex rolled from the impact and shot to his feet, getting into a ready stance. "Blake, you two need to move! Now." Rex shouted.

Blake and the other boy slowly got to their feet. Blake looked to him with worried eyes. She was clutching her side a bit. "But I... I want to help!" She shouted back to him.

"You've already done plenty Blake, let me hand things from here. You keep fighting now any you will only get hurt." He looked to the other boy. "Get her clear!"

The other boy gave him a nod. "Come on Blake, let's let him handle things from here." He put an arm over her shoulder and the two limped off towards another warehouse. Rex noticed Ruby and another girl he didn't recognize standing atop it. Oh good, backup had arrived. I knew in this state he was more than a match for Torchwick, but he needed someone to keep the Fang and the bullheads off of his back while he went to work. Ruby seemed to have a good idea of what was needed, she and he other girl hopped down and immediately engaged the Fang that were trying to close the distance.

By this point, Roman had recovered as well, resting his cane in front of him. "I see the real challenge is here. Finally, someone worth my time." Roman said with a cocky grin.

Rex's eyes flared dangerously with the dark aura. "You picked one fight I don't think you will be walking away from unscathed, Torchwick." Rex spat, his Katars seeming to suck in all the moonlight around them as he let them rest at his sides.

"Ooooh edgy aren't we?" Roman taunted. "Let's see what you're made of." He suddenly shot the top of his cane at Rex, aiming for the gut. Rex disappeared just as quickly, appearing behind Roman and delivering a kick to the middle of his spine, sending him sprawling. Roman recovered quickly however, retracting the top of his cane as he fell and spinning, firing off a shot at Rex just before he landed. Rex quickly crossed his katars in front of him, Vetita and Verum tanking the hit of the blast well enough.

Rex just the ensuing smoke to disappear once again, reappearing at Roman's side as he stood up and knocking him down again with another kick, this time to the gut. He brought down both sets of Katars on the man, going for a killing blow. He was stopped short by Roman bringing up his cane and blocking both sets of blades, locking the two weapons together. "I must say… you're a lot better than most of the idiots who have fought me, you have tact and actually know how to fight. I can respect that, but I can't let you and your little school friends get in the way of my operation." He said as he kicked Rex in the chest, unlocking their weapons and sending Rex back. Roman scrambled to his feet and fired off a volley of rounds from his cane. Rex rolled and ducked and weaved between the shots, seeming to be a phantom that couldn't be hit in his rage.

Closing the gap on Roman in mere seconds, Rex went into a spin of attacks, one hit after another, after another, and another. He chained them together, weakening the integrity of Roman's hold on his cane with each consecutive hit until it finally clattered to the ground, and Rex landed three massive hits to roman's body, raking his blades across his chest. Roman's aura took the hit and protected him, but it was clear Roman hadn't had to suffer blows that hard for a long time, he collapsed to his hands and knees, panting. "You… you're something else aren't you. I haven't been challenged like this in a while… not since Cinder…" he trailed off.

Rex dropped his guard only for a second, and Roman took advantage of it. He smashed a burn crystal at Rex's feet, forcing him to hop back with haste. He slid back a bit from the blast. When the dust cleared, he saw Roman boarding a bullhead with several Fang members in tow, his cane and a box of dust crystals in hand. He weakly gave Rex a cocky grin, though a weak one as he clutched his side. The doors of the bullhead shut and he took off and made his escape. Rex's anger subsided a bit. His eyes became to lose their dark hue, turning back to the steel grey of before.

He turned around and saw the group of girls and the blonde haired guy in a group. The ginger haired girl that he had seen with Ruby before was nowhere to be found however. He decided to put that thought off for now however, as he approached the group, finally calming down. He noticed Weiss and Blake were hugging and said nothing, knowing the damage was already repairing itself.

The blonde haired boy gave Rex a nod, and Rex did in turn. "Thanks for keeping her safe." Rex said calmly.

"Hey man, no problem, thanks for coming to our rescue." He said with a grin. "We wouldn't have made it out of there without you jumping in like a badass when you did."

This made Rex chuckle. "Ehehehe, I try. What's your name by the way? Blake seems to trust you enough to run away with you." He said with a smirk.

"Name's Sun. Sun Wukong." He said with a grin.

Rex nodded. "Good to meet you Sun." There was a tap on his arm that turned his attention away from Sun. He turned and saw the four girls looking at him in wait, Blake at the front of them. She spoke: "The others have forgiven me, will you?" She looked worried. Rex knew she would be hinging on his every word.

"Of course I can. I ran halfway across the world with no goal. A night or two with the purpose of finding someone is nothing. All I ask is to please, talk with your team, and talk with me. I'm sure Weiss can be a reasonable person if given the time, can't she." He looked to Weiss for affirmation, receiving a nod in return. "Good." He said. He pulled Blake into a hug right after wards. "It's good to have you back Blake."

* * *

Late that night, Roman Torchwick nursed his wounds as he sat in an old warehouse in the industrial district of Vale. His fight with Rex had not gone well for him, and he was feeling the after effects of it right now. Damn those blades had hurt, no one had gotten a good hit off on him in a while, much less three or four in a row. He was much more dangerous then what the job description had said. He gave a low grumble as he rested on the table, his cane in his lap. He lit up a cigar and took a long puff from it.

After a few minutes, he heard footsteps behind him. He turned around quickly to find a woman in a deep red dress strutting slowly up to him, each heel clicking seemingly daintily with each step, but they were like death bells to his ears. Cinder Fall did not like failure, and he had surely failed this heist. "We had expected more from you, _Roman._ "She said in a sultry voice.

He hated talking to Cinder, it was like a battle between fearing for your life every waking moment she was near, and having a constant hard on over her beauty. He liked to think making the second option known, would almost guarantee the result of the first, so he acted how he normally would. "Cinder! How good to see you again… the heist had a few… bumps unfortunately. We only managed to take 2 or 3 crates before shit hit the fan."

"I see. And may I ask as to _why?_ " she said calmly, her anger only showing through the fire in her eyes. Two shadowed figures appeared behind her, he was familiar with who they were, but they didn't show themselves to him at the moment anyways.

"Ehehe… you see, we had a couple of kids show up and interfere with the operation. _They_ were not a problem for me to handle, but then we had someone _else_ show up who is going to be a problem. I don't know his name, but he seemed to be in league with little red who put a wrench in one of my heists several weeks ago, so he definitely is at Beacon Academy, but he didn't fight like a student. He is much more knowledgeable, and dangerous. He was able to beat me very quickly, so fast I had to bust out my cheeky tactics of escape to get out with my life. He is not someone we should take lightly; he will get in the way if he remains at Beacon." Roman responded, still puffing on the cigar.

"I see, give me a description and I will make sure to handle the rest, if my suspicions are correct, you fought the same person that attacked Taurus on the train in Forever Fall. I will have him handled. He will either submit, break, or die." She said wickedly, a small flame appearing in the palm of her hand, illuminating her face and revealing sinister smile.

* * *

 **A/N: Wow, ok so I lost a lot of motivation to write when i hit this chapter, which would explain why im uploading this two weeks after i had planned to. Sorry for the long wait guys, I have to give a shout out to my friend for getting me motivated to write again. I hope this chapter doesn't suffer too much from being written in so many short bursts. Leave a review and let me know what you think, as this chapter rounds out the entirety of Volume one things. I know i mentioned it in one of the previous chapters, but I skipped Forever Fall for a reason, namely because That pertains more to Jaune than any character that Im trying to focus on in this story. his time will come down the line I assure you, but I do have plans to fit Forever Fall that will be coming to fruition in the next chapter. In which as I plan on having things switched up drastically for Volume 2 events as far as Rex goes, more on that in the next chapter.**


	9. Chapter 9: Forever Fallen

Chapter 9: Forever Fallen

* * *

Rex had been contemplating what had happened the night before, sitting out on top of the roof of the dorms. He had pushed himself dangerously close to going out of control, thankfully he had reigned in his emotions again before he accidentally hurt one of the girls in his fury. The pain that he had felt every time he let that darker side of him flare up and take control was… almost not pain. It was more an emptiness, but he could still somehow feel it, like it took a place inside him, but it wasn't _really_ him. At least, not a part of him he had any notable control over once it wormed its way out, and he had let it get too close for comfort. Every time he used the power it provided he was dancing with chaos.

He stared at the moon, the shattered pieces a perfect example of how he felt, almost whole, but part of him was missing, drifting far away, leaving him to wonder if he would ever find it again. He only came to when, with a small cough, Blake arrived and sat next to him. "Hey."

"Hey." He replied.

"I'm… I'm sorry about last night, and this whole weekend actually. I messed up, and nearly got killed because of it. All because I was afraid of them knowing what I was." She said sadly, glancing away slightly. "I didn't give a second thought to my team, and was completely unfair to you, when I know you are smart enough to help me sort out problems like that, one of the main reasons you were chosen to be a mentor. And yet I just ran off, with a guy I didn't even really know, and tried to do something incredibly over my head, and only got off because you took the time to scour Vale to find me. I don't know what I ever did to deserve a friend who would go to such lengths for me."

"You didn't have to apologize Blake. If anything, I should be a bit sorry myself, for having to have you all see the… darker side of me. I had hoped I would never need it, but in times of… great emotional highs, it tends to take over a bit. I have had yet to lose control, but last night I got too close."

"What-what is it, if I may ask. How did you come by that… power that we saw? It looked like your semblance, but I could feel a more sinister aura around you when you were affected by it… It scared me to say the least." She looked at him quizzically, but with some worry to her voice.

"It was a mistake, plain and simple." He replied. "When you ended up getting roped away with the changing of the Fang, staying true to yourself like I had hoped you would, I ended up changing, not drastically, but I looked into some things I shouldn't have… and I haven't felt quite the same ever since, and since last night it's been eating away at me. I was so _close_ to losing it, and if I had, you all might not have walked away. That's the monster that I had feared I might have become. I've never seen it, but I know it's there, waiting."

"Well, you have yet to break yet, and I trust you to be able to control yourself. You aren't a monster to me, and while they might have been a bit spooked, none of the others think you are either. On that I can assure you. You are too hard on yourself sometimes, you know? If im being perfectly honest… I look up to you. You've given me more than I could ever pay back. The strength to power through when things looked tough, defended me when I was in trouble, and helped me mesh better with my team, as well as training all of us to be better. Our results in classes have been climbing steadily with your help, and I know they will only get better. For all of that, you should be proud, and not angry at yourself over one thing." She looked at him with a small smile, placing one hand on his arm.

Her touch soothed him. Her skin felt cool in the night wind, he wanted to come out and ask her, beg her even to possibly give him the chance he desired for them to be something more than just friends. But once again, he repressed his yearning, and went for a subtler approach. "Thanks Blake, I think you do more for me then you realize. Your presence is… calming. It's nice to have these nighttime chats with you, just one on one. I'll try my best to not be so hard on myself, like you said. It's about time I stop just giving advice and start taking some myself."

He could just make out a faint blush appear on her cheeks in the pale moonlight. She looked down a bit. "Don't speak too loud, Yang might hear and get ideas." A small grin was on her face.

"Yeah, she might. Then again, she's already calling you Kitty Cat, so I think you have enough on your plate in Yang's department, don't you?" he gave a sly grin.

"Oh my god _please_ don't start calling me that as well. I can barely stand one person giving me nicknames, much less two, and you no less." She rolled her eyes, still holding her smile.

She stood up, giving a small stretch. "I should be getting to bed, yang and all that. Goodnight Rex."

"Goodnight Blake, see you all in the morning." He called back to her as she walked back down to her team dorm.

Rex sat there in silence, contented with the chat he just had. While he had repressed his feelings for the most part, he had made some subtle hints, and they had been welcomed. He knew he was on the right track, maybe in a few days he could go for a bigger proclamation, but he had to make sure. He already knew she was more understanding then most, and wasn't worried about her being afraid of what he could become in trying times, but even after knowing her for so long, he wanted to make sure he got every angle covered.

After a few more minutes, he got up and retired as well, anxious for the next day to come.

* * *

The next day, Rex got another message from Ozpin. Another mission, like he had been clamoring for. This time however, he was treated to a nice surprise as he rode the elevator up to Ozpin's office for briefing: he would be permitted to bring his team this time around.

He had been itching to get the four girls a field mission for weeks. He wanted to see how well they could perform in actual combat, and not just sparring and practice. Ozpin however, seemed slightly off put when he walked into his office. The gears seemed to be running slower then normal, almost like they were thinking about what to do instead of going with the rhythm like normal.

"Good morning Rex. I trust you are aware of the circumstances of this sudden meeting." He began.

"Yes, it was quite sudden. I can't say I was expecting it when I awoke this morning. What's the situation, that you would send not just me, but my team as well?" Rex asked.

"Early this morning, a Bullhead lost contact with us as it was passing over the coast of Forever Fall, just north of Vale. It was carrying military correspondence from Atlas, sensitive information that is necessary to us knowing what is happening on other fronts of this silent war that is coming, as well as other important information for the Vytal Festival. Should we lose that information, things _will_ get very complicated, and very quickly. Even more so if it were to fall into… less reputable hands." Ozpin looked astutely at him. "I also assume you are wondering why I am sending you and 4 girls with very little actual official field work on such a dangerous mission?" Rex froze right as he was about to start speaking. "Truth be told, we would have already had both Atlas and Vale operatives and experienced huntsmen investigating the missing Bullhead, however, many are already tied up with missions around Vale cleaning the place up in preparation for the Vytal Festival, as well as the tournament at the end of the semester. I also feel that a small group of 5 would be much less conspicuous then a small platoon of soldiers and well known huntsmen. Which is why ill warn you now: we are unsure of what you will encounter when you are dropped off at the coast where we last heard from the crew of the Bullhead. Be ready for anything, and good luck."

Rex simply dropped his hand, understanding the situation better now. He gave a small grimace, not liking the situation in the least, but nonetheless it was the best he would get. He just hoped the girls would be ready. "Understood Ozpin. Thank you for the opportunity to give my team some experience, however vague the situation may be."

"Don't thank me for this, neither of us know what you all will be getting into. Be prepared, and be ready for anything." Ozpin finished somberly.

"Of course. I will make sure they are ready, when do we leave?" Rex inquired.

"Two hours. 10 o'clock sharp. There will be a Bullhead outfitted with a crew waiting for you at the docks. Once again, be ready and good luck." Ozpin said.

"Alright, a bit lacking on time then aren't I. I'll have the team there." He gave a firm nod to Ozpin and swiftly left the room.

* * *

"Two hours?!" Weiss seemed a bit livid at the news. "We only have two hours to prepare?!"

Rex groaned. "Yes Weiss, believe me I don't like the time window or the situation, which is why I'm warning you all beforehand that this is going to be tough, but I have faith in you all to be able to get the job done. Besides, you all will be with me the whole time. We are just going to be landing on the beach, searching for and hopefully finding the intelligence that Ozpin wanted, and then getting out. Simple as that. If we are lucky we won't even have to fight that many Grimm." Rex said confidently.

"But it would be awesome if we could!" Ruby shouted excitedly.

"Yeah! I've been waiting for a chance to get out there and fight something for real for once.!" Yang followed up with a fist pump.

"I suppose it could be fun." Blake conceded. "I've been looking to prove myself a bit more as well, but I don't like the feel of this mission."

"Agreed Blake, but it's all that we have to go on right now. Be on your guards and get ready. We have to be at the docks soon. So let's get a move on it!" Rex said in a commanding tone.

Weiss still looked a bit miffed, but gave him a nod. She knew that was the first time to test her ability in a real setting as well, and she would take any opportunity she could get.

* * *

The bullhead was noisy, but that didn't help clear Rex's mind of unease as it neared the landing site. He leaned over into the cockpit and yelled over the noise to the pilot. "So what are we looking at around the landing site?"

The pilot yelled back to him. "Mostly clear, tree line doesn't start for about 20 yards, going to be a beach head that we land on. The point of last contact is several hundred yards inland, but the tree line is too thick to get a good landing zone farther inland, so you all will have a short trek ahead of you. Speaking of which, we are at the site now, get ready for landing and good luck! We will be waiting for you here!"

Rex gave a nod he was sure the pilot couldn't actually see and stepped back into the holding bay. He looked over the girls as they stood there nervously. "Alright, we're about to land." He shouted over the noise of the engines. "Weapons up! Once those doors open, anyone and anything that is not one of us is to be treated as hostile and either shot on sight or proceeded with caution. Any questions?"

The four were deathly quiet, all of them only giving silent nods confirming they heard him.

"Good. I know you all will do great, and we should be done with this quickly if we are lucky. Let's move it out!" The doors opened behind them as the Bullhead came to a landing on the beach head. Rex stepped out first, followed closely by the other four. The bullhead powered down behind them, conserving dust.

"Alright, now we are going to need to scour the forest to try and find this missing Bullhead, scan the tree line and see if you can see anything, damaged trees, smoke, fire, anything out of the ordinary." He started scanning the tree line, along with the girls save Blake, who was quiet for a moment, concentrating.

"Hey, I think I can smell some smoke." She piped up.

"You can?" Ruby asked. "Is that part of your whole… Faunus… thing?" She gave a nervous grin, realizing she was treading on shaky ground.

Blake didn't seem to take much mind to it however. "Yes to an extent. Follow me, I might be able to find it if I'm correct." She began to trek off into the forest, the other four close behind her.

* * *

After a few minutes of walking, Rex could smell the smoke too, and it was close. "Anyone else smell that now?"

"Yeah."

"Yes."

"Definitely." Weiss said as she pinched her nose.

"I told you." Blake said triumphantly as the five of them stepped into a small clearing, the smoldering remains of a crashed bullhead littered a trail in the ground.

The trail seemed to stretch for 50 or so feet until it stopped at the main piece of the Bullhead, the remains still smoldering, but intact. They approached it with caution, Rex began looking over the crash site carefully, searching for signs of what caused this crash, as well as the crew. He noticed first the windshield of the Bullhead what based open, the glass landing outward.

"Look there, the cracked glass is on the outside, not the inside. Our missing crew may yet be alive." He stated, continuing to look over the wreckage.

"Hey, look at this." Yang caught his attention, standing near the back of the blown out bullhead.

Rex walked around to the back, next to her, while the others continued to look around. "What did you find, Yang?"

She knelt down for a moment, picking up a small metal cylinder. "What's this?"

Rex took the cylinder and looked it over carefully. He realized after a moment, that it was the remaining casing of a rocket pod. "Oh this is not good… We need to find this crew, dead or alive, and get that intelligence as soon as possible. This is getting more unsettling by the minute."

Yang paled a bit, but maintained her composure. "I uh.. I see. What is that by the way?" She gave a nervous grin.

"This," pointing to the cylinder in his hand. "is the remains of a rocket pod. Which means the bullhead didn't malfunction, it was shot down. And these," He dropped the pod and noted some deep slashes on the side of the Bullhead. "Are slashes, from Grimm. I'm not completely sure, but this speaks Fang, as for the Grimm… I don't want to think about it."

"Hey guys, Weiss and Ruby found tracks leading up this hill!" Blake shouted over to them.

Rex and Yang dropped the subject for the time being quickly running over to the trio. "Ruby, lead the way. Let's see where these tracks lead.

Ruby gave a nod and a mock salute. "Yes sir!" she said, back to her cheery demeanor.

The four of them followed Ruby up the hill, about halfway up, the tracks peeled off the trail and into a cave. Rex grimaced upon seeing it. "Well, that's going to make this a bit more difficult." An idea suddenly came to him. "Blake, you have night vision! You can lead one of us through the cave."

She thought on it for a moment. "Makes sense, but who will come with me, I can't take all of you, it would be difficult to manage, as we don't know how far down this thing goes."

The four of them stood in silence for a minute, the idea of essentially being blind was not favorable to any of them. Rex finally spoke up. "I'll go. The three of you, stay here, as hidden as you can be, and keep watch. We will be back out shortly." He walked next to Blake and offered a hand, his other one extending a blade slowly as he prepared to be plunged into total darkness.

The other three just have a nod, the only one who gave a verbal response was Ruby. "Good Luck!" A second later, Blake took his hand and pulled him into the cave, and into darkness.

* * *

"You know, when I had the idea of coming down here with you, I probably should have considered the fact that I would be tripping more than a junkie on dust." Rex said to her quietly as he jammed his toe on another rock. Thank god these were steel toed, but even still it was getting annoying.

Blake chuckled to herself quietly as she dragged him along. "Don't make me laugh, besides you were the one who came up with the idea, and you were the one who decided someone would have to come with, _and_ you were the one who decided to go with me." In the dark, he couldn't see the smirk on her face.

"Yeah, but I figured 'Oh hey darkness, if we get into trouble ill have the element of my semblance all around yah know? Oh wait it won't matter because I won't be able to see anything 2 feet in front of my face. Swell job Rex, swell job." He said sarcastically.

Blake looked over at him as she pulled him along. She had done a decent job so far of keeping him from hitting anything, she couldn't warn him of every single rock he had to go around, not while trying to figure out where they were going in this place. Thankfully the cavern had been pretty linear so far, so she wasn't lost yet. "Just be quiet and let me guide you already. I thought we had trust in each other, no?" She said tauntingly.

"Hey I… "He just decided to shut up and conceded defeat.

Blake smiled a bit, she had missed having fun banter with him, even if it was in a highly tense situation in a pitch black cave where she was their only eyes if any danger came about… Yeah, maybe it was time to get serious. But… she was happy that he went over anyone else. He was reliable, smart, and skilled. Even in the dark she was sure he wouldn't be too lacking in a pinch. And then as she was thinking and looking around, she realized the cave opened up to a large cavern. She stopped and Rex bumped into her slightly.

"Tell me something Blake, what do you see?" he asked.

"I see a large room. There's a lot of Rocks and boulders around however, I don't like the look of this." She said quietly. She looked in the center of the room and noticed two bodies lying on the cavern floor. They were wearing the distinctive grey uniform of Atlesian soldiers. One of them was still clutching a thin metal briefcase. She leaned close to him and whispered: "The crew is in the middle of the room, they look to be dead and I don't like the looks of this, what should we do?"

Rex sighed, then whispered back. "The only thing we can do, you grab the intelligence, assuming it's there. I'll wait here since I can't see anything and am relying on you to guide me back out. I don't like the sound of it but it's the only thing we can do. Just… be careful. Once you have what we need get back over here as fast as possible."

"Alright I will. I'll be right back, I promise." Blake let go of his hand and slowly walked towards the bodies, pulling out Gambol Shroud and gripping it, her knuckles turning white with nerves. One step, then another, then another. Soon she was at the bodies and knelt down, examining them. She noticed only then when she had grabbed the briefcase, that the necks of both soldiers had been slit. Precisely. She knew only one person who could make cuts that exact and kill with one blow, and it made her want to scream on the spot. She shakily stood back up, holding the light metal briefcase. When she turned around, Rex was still standing where she had left him, only now she could see the forms of two others in the darkness, creeping up on him, and she heard what could only be more trying to sneak up behind her, their weapons drawn. That was when she screamed, running over to him. "Come on, they were waiting for us! They are all around!" She grabbed him by the wrist pulling him along back up through the cave.

"Who? Fang?" He half shouted as she pulled him along.

"Yes! Who else?!" Blake said hurriedly as they began to see light showing at the end of the cave.

"Dammit… did you at least get the info?"

"Yes I have it right here, I'll give it to you when we get out, just run!" She shouted back.

"I'm trying, it's not easy when you're getting dragged along in near total darkness and have to guess where you are planting each foot." He quipped back as he half ran half stumbled behind her.

A minute later they finally reached the mouth of the cave, bursting out and right into the waiting faces of the other three. They stopped for a moment, panting. Blake tossed Rex the briefcase and he quickly shoved it into his satchel.

"Guys what happened?!" Yang asked, looking at the two hurriedly unsheathing their weapons again and getting a quick breath in.

"Fang. In the cave. We need to run. Now." Rex panted out. "Weapons ready. No doubt there will be more."

Blake could hear shouts behind her in the cave, the speed of their escape gave them time, but the Fang could also see in the dark. She could also hear more voices, like they were creeping up all…around them… Her eyes widened, realizing they were still in the trap. Her voice was deathly quiet. "Run."

The four of them looked at her, recognition coming to their faces when they saw Blake's bow twitching, Rex knocked some sense into them. "Run!" he shouted.

Weapons drawn, the five of them began running down the hillside and past the wreckage. The blood red trees, while beautiful, were a sinister reminder that they needed to not stop until they were out of the forest, which was coming alive around them. Blake could see Fang members and Grimm running through the trees… wait, she must be seeing things. The Grimm didn't seem to be attacking the Fang members in the least… how?! That didn't matter that much to her right now, maybe it was just her imagination running wild in the heat of the moment, what did matter was that they got out alive. They were good, but there was _way_ more people than they could possibly fight at once, and they were slowly converging on the five of them from both sides and from behind as they frantically ran through the forest.

They finally broke the tree line, the better lighting of the beach head brought some comfort to Blake, until she saw with horror that one of the engines to their Bullhead was smoking, the three crew members' inside were frantically trying to repair the damage. One of them had a carbine and was looking around frantically, he calmed a bit when he saw them, but immediately tensed when he saw the frantic looks on the girl's faces.

Rex ran up to him. "What happened?!"

"Fang members tried to sabotage the ship, we managed to stop them before they go too far, but were unsure of the integrity of the ship now. It can fly, but I doubt I can hold too much. I hope you guys are flying light!" The pilot shouted back. He made a spinning motion to the other crew members, signaling them to get moving. They hopped down and got in the Bullhead, the engines firing up. They all piled into the Bullhead after them, Blake looked around just before the Bullhead, she could see the horde of Fang members coming out from the forest. The bullhead lifted up and started flying. She immediately noticed something was wrong, the Bullhead wasn't pulling up and away like it should have been. Everyone else seemed to notice too, they all exchanged nervous glances as the engine sputtered and coughed. Rex ran over to the cockpit and Blake could hear him shouting to the pilot.

"Why aren't we getting higher?!"

"The engine is too damaged; the weight is too much. Were just short of being able to get above the tree line! Unless we drop some weight we aren't leaving!" The pilot responded.

Rex seemed to bite back a curse, before thinking for a moment. He signaled to open the doors. A second later, the doors opened on one side, showing the forest to their left passing by swiftly. He nodded to the pilot, relaying something Blake couldn't quite catch from the whistling of the wind now present in her ears. The other three had equally confused expressions? What's he going to drop out? Is he going to drop something out? Her question was answered to her mortification, when she felt his satchel get thrown over her shoulder, the metal case in it landing against her side. He gave the four of them a small smile. "Girl's We accomplished our goal. The intelligence is safe in that satchel on Blake now. But someone has to bring it home. I would rather it be you all. It's my job to not only train you and mentor you, but make sure you all get home at the end of the day. So, I'm going to make sure that very thing happens." He looks the four of them over. "Goodbye." Be looks at Blake and gives a quick sad smile, speaking just loud enough that her enhanced hearing could hear him over the noise. "Love you. Stay safe." Then he hopped out of the side of the bullhead without another word.

The door closed shut quickly as they finally gained some altitude, making it over the tree line and ascending high enough to be able to scale the walls of Vale when they made it back.

Blake slammed against the door of the bullhead. She pounded a fist against the door over and over and over. "No..nononononoNO!" she screamed. She sank to her knees, breaking down into tears. "I didn't even get to say goodbye…"

A hand rested on her shoulder, Weiss' of all people. She looked down in her with a sad expression. She knelt down and put an arm around her, letting her cry into her shoulder. "It hurts for all of us." She whispered into her ear. "But I know you were far closer than any of us ever were with him. In the end I had sorely misjudged him and he proved to be someone I looked up to. I'm ashamed that I could never tell him that myself. So…just let it all out. You need it."

Blake proceeded to sob the rest of the way back to Vale, knowing that If her suspicions were correct, Rex would not last long under the onslaught of the Fang with Adam spearheading them. She did her best to give a silent prayer, hoping that by some grain of chance he could survive, but her brain told her the worst would come to pass.

* * *

Rex hit the ground in a roll from the momentum, spinning and skidding to a stop after several yards. He dusted himself off and immediately readied himself. He could see the Fang not far off now, the fastest of them already nearly on top of him after just minutes. He extended his katars, checking to make sure his guns inside were fully loaded.

"Alright, guns ready, katars out, girls are safe…" He lets out a sigh. "Heart at rest I suppose. And no rules of engagement. Alright Rex, lets see how long you can last to hold the line and buy time so they can't line up a rocket on their ship."

Moments after he finished muttering to himself the first Fang members attacked. He let himself weave around and through their members, slashing and hacking, no remorse at killing now. A stab to the gut here, slash across the chest there, maybe a cheeky kick to the face on occasion. He used everything in his arsenal to drop as many of them as he could as fast as possible. He was keeping track of his body count as the onslaught pressed on 10…20…40…100…150… but they just kept coming, and Rex tired. All this senseless aggression, just to kill him huh? Most smart enemies would have backed off by now after realizing the cost was not worth the gain, so what kept them coming he wondered. Soon, his guns ran out of ammunition, so instead of trying to find a gap to reload, he just did the next best thing and grabbed a weapon off an enemy as he phantomed around them, making it nearly impossible to get a bead on him with any major weaponry. Eventually the Fang did what he was expecting after losing so many, they backed off, to an extent. They had formed a large ring around him, weapons at the ready. He was surrounded and he knew it, he wouldn't be able to use his powers any more after using them so extensively, then his final nail in the coffin approached. The line of Fang parted and Adam Taurus sauntered forward, Wilt already drawn. "So I see we meet again, whelp." He gave a sinister grin.

"I must admit, I'm impressed with your skill to be able to take down so many of my men by yourself, but it was foolish of you to drop from your escape ship, I amazed she set this up so perfectly, guessing what you would do to a T, and now it's just you and me, with none of your friends here to help. So tell me? Do you really think you have even the slightest chance of leaving here alive?" Adam raised his sword, readying to fight.

"Truthfully, no. But the look on your face will be priceless when I run you through first Taurus." Rex retorted, readying his own weapons.

Adam struck first, rushing at him with unexpected speed, throwing a downward strike which Rex easily blocked, locking his blade between both of his as the two of them leaned in close, both pushing hard against the other. "I'm going to enjoy watching you bleed." Adam sneered.

Rex knocked hit katana to the side and kicked him in the gut, forcing him back while he recovered. He didn't give him long however, immediately going on the offensive, strike after strike after strike. He used one set of katars to keep Adam's sword at bay, while swiping at his chest and face with the other simultaneously, forcing Adam to back up a bit with each swing. After several swings, Adam unexpectedly snapped his katana upwards, throwing Rex off balance as both of his sets of blades there knocked back. Adam made three quick slashes at him, he barely managed to block the first two, but the third hit him directly across his chest. He winced as he could feel a large chunk of his aura stripped away. He couldn't take too many more of those or this fight would be over fast. As he was thinking of what to do next however, Adam booted him in the chest right behind his sword forcing him to backflip to recover his footing, or risk being knocked onto his back.

Rex got low and shot himself forward, slamming into Adam with as much force as he could muster. Adam's sword caught his blades, but the force of the impact sent the two of them head over heels, both of them landing hard on the ground. If Rex hadn't been so tired he could've been up fast enough to finish the fight with a single stroke, but he was just barely able to block the incoming swing from his opponent who had recovered much faster. He swept one leg to throw Adam off balance and give him the chance to recover properly, and it partially worked. Adam it the ground hard from the force of the sweep, but rolled out of the way easily of the follow up strike behind it, the two of them rising to their feet and locking gazes once again.

They circled each other for a moment, sizing each other up. Rex knew he was on the losing end of this bout, but he wasn't ready to give up yet. He still had a vain hope in his head that he could stall long enough for some form of reinforcements to show and save him at the last moment, but the fight resumed before he could hope any longer.

Adam made a jab right for his gut, easily sidestep-able, but the horizontal slash right at his ribs right after… not so much. He felt the wicked blade graze his ribs as he was just able to wrench the blade up from what surely would have been a killing blow. Rex backed up, before letting out what could only be defined as a roar of fury, charging at Adam once again and going into a deadly spin of slashes. Each consecutive hit, battering against Wilt, before it was finally cast downwards and Rex got in a multitude of slashes across Adam's chest and body, shredding his shirt and coat, and dipping his aura drastically.

Adam let out a roar of his own, stopping Rex's blade midair with Wilt, firing a round from blush into his torso. He sent an uppercut that would have destroyed lesser blades, but knocked Rex's arms to either side and slashed up the entire length of his torso. After running up his body, the blade slashed up his face, making a slash from his chin to his forehead, eviscerating his left eye. That, combined with the bullet wound and the exhaustion, forced Rex to crumple to the ground with a resounding thud. He gave a small cough, blood coming up instead of air.

Adam walked over the body of his opponent, kneeling down after flicking the blood from his sword. "You were far better than most, forced me to use my semblance even. But like all human scum, you die like the rest. Enjoy the afterlife, if there even is one. I certainly won't be following you there anytime soon."

Adam gave Rex one last stab in the gut, twisting the blade slightly. He smirked, pulling the blade back out, and cleaning the blood off once again, before sheathing it. He turned and walked away without a second thought, his men following suit. Soon the beach's only inhabitant was Rex, trying to hang onto the last vestiges of life as his vision faded to black.

* * *

 **A/N: Hey everyone, i had a lot of fun writing this chapter, and we are going to be entering a part of the story where i break from canon a bit. I will be bouncing between characters the next two or three chapters, if all goes well things will re-converge somewhat at what is around the end of Volume 2. As always, let me know what you think and what i can do to make these chapters better. And thanks for reading!**


	10. Chapter 10: Blood, Iron, and a Promise

Chapter 10: Blood and Iron

* * *

General Ironwood stood aboard his flagship, looking out over the horizon. He was bound for Vale, where he would be assisting in handling security measures for the Vytal Festival along with his old friend Ozpin. Progress had been steady; he could see the shorelines of Forever Fall appearing in the glass in front of him. Ah Forever Fall, it had been a while since he had the opportunity to walk amongst the beauty of that forest. Maybe when this was all finished he could do so again.

He took a seat in a chair located in the center of the command deck, pulling up a partially transparent interface and checking over the systems of his ship personally. Everything green, as expected. A moment later however, the long range scanners shifted from green to orange. A warning? That usually meant something had been pinged on the long radar that wasn't supposed to be there. He pressed a button that connected him to the operations and radar deck. "Operations deck, report in. What's the meaning of this warning bell?"

A slightly garbled voice came back through; people could be heard moving around in the background. "We picked up a scan of a bullhead heading towards Vale. It wasn't on the list of ships that had been forwarded to us from Ozpin a few days prior, however it is flagged as Beacon's. We're being cautious right now; we don't want any surprises after losing contact with the bullhead heading to Beacon a few days prior."

"I see, keep a monitor on it if at all possible, but we will be maintaining our course. Anything else to report?" The general replied.

A moment passed, then the voice replied. "Short range scanners have picked up several heat signatures on the beach in front of us. Visual confirmation has affirmed that there is at least one body on the beach, but its body temperature is falling quickly, indicating that whoever it is might be dying fast…. Visuals have also confirmed that there is a host of bodies strewn about the beach not far from said figure. Command deck can give you a closer look if you wish."

"Understood, thank you. That is all. Ironwood out." He closed the communication relay, looking to a soldier who was standing by at a nearby console. "You there! Get me a clear visual on the beach, I want to see what all the fuss is about." He said commandingly.

The soldier gave a salute. "Sir!" And promptly faced the console, hitting several buttons in sequence. A moment later, Ironwood's console shifted from the ship status to a zoomed in view of the beachhead. It was immediately evident to him that there had been a fight here, and a bloody one. Dozens upon dozens of White Fang bodies littered the beach. It looked like a massacre. It seemed like several had been dragged slightly, before being hastily dropped as their attempted saviors retreated, no doubt because of the appearance of his ships on the horizon. After surveying the damage dealt to the Fang, he wandered the gaze of the periscope to where soldier from earlier had noted, seeing only the body of what appeared to be a man in his late teens or early twenties, he was bleeding profusely, his aura seemed to be drained from the looks of him. If there was a battle here, and this was the only victim of the Fang, then this was likely someone far beyond in skill what his age would make him seem. It both intrigued and worried him at the same time that one could cause so much carnage. But if he was against the Fang, and was so dangerous, then turning him to his side could be a valuable resource, even more so if this young charge belonged to Ozpin. If this was on of Ozpin's students… or even a teacher or one of his new so called mentor's, then saving his life could prove valuable in the long run. Ironwood knew what he must do. It would be risky, and likely extremely expensive, but still possible. "Alert the hanger, I want 3 gunships and a medical evac down on the beach for that man I'm looking at right now. He is more valuable then he may seem." He shouted to essentially the entire command deck.

Everyone sprang into action like they had been waiting on this all day, assembling the pilots and crew and forming flight patterns and procedures, even rules of engagement were enforced on this sudden scramble. If the Fang were involved, then the mission would be much more dangerous, and no one wanted to upset Ironwood when he seemed so dead-set on rescuing this random person who was bleeding out on the beach, but if Ironwood had confidence in him, then who were they do question it? He had hunches on crazier things before and had been right, that was after all how he had risen to prominence in Atlas and earned his position. And this was on hunch that he knew would be a right decision. He could just feel it as he gave the orders.

When the pilots had launched, he shut the interface off and stood up, brushing off his white suit slightly. "Have the medical staff that weren't sent down with the evac prep the on-board surgery and augmentation tables, they are going to be needed the second that man is pulled on board. I'm going to go down and meet the team when they land. I want to oversee this personally."

He was responded to with only a few nods and the occasional "Sir!". He stepped out from his chair, doing a quick about-face, and left the command deck. He walked with prominence down to the hanger bay, and awaited the return of his ships. Things were going to get very interesting, very quickly.

* * *

Blake half walked, half was led by her team to Ozpin's office upon landing. She was still clutching Rex's satchel like her life depended on it. The smooth leather was stressing a bit where her fingers gripped it with a vice-like grasp. Her knuckles were pure white from the pressure she was exerting on the satchel, and tears still carried in her eyes as the elevator finally reached the top floor and she stumbled through with the rest of her team. All of their hearts were heavy, but none more so than hers. She still felt like her world was crashing down again, just when things had been on the upswing again, this had to happen. He was taken from her, the one person who had been her friend the longest, who had cared about her when many others had turned their backs, believed in her when even she herself thought that she was worthless, and who had the courage to give up everything for her and the rest of her team when things were looking their grimmest. That last bit cut her deeper than the others, the words still shooting around her head. 'I love you, stay safe.' Had he really meant those words? Knowing him, of course he meant them, but that only made the hurt sink deeper.

To know that he even wanted to hope, to dream of them being something more then what they were, when they already meant so much to each other in a different way, honestly touched her, and baffled her at the same time. She didn't even get the chance to say anything back either, leaving him hanging on a thought of wonder if she even had an interest in him in the least when it came to love. She would admit she didn't think she could truly love anyone, not that easily, but she would be lying if she were to say she wasn't willing to at least give it a chance, even if it took years for her to come to truly love someone. But then again, she had already known him for so long that she could freely admit she at least respected him for who he was, and he was a far better person than many she had dealt with prior. Hell, she had even given Adam a small chance, and she knew she could never love him, not since he turned to what he was now. Maybe that's why it hurt her so much that Rex was gone now, he hadn't changed for the worse, and he had never stopped caring about her and only did what was best for her, even if it meant dying for it. She wished she could see him now, to apologize for all the times she had done something stupid and he had bailed her out of any danger she had gotten herself into, like a never ending 'get out of jail free' card. But now that card had finally been spent, and he had paid the ultimate price for it. All because she wasn't strong enough, her team wasn't strong enough, and he knew he wasn't either, but he took the fall for them anyways. And she didn't even have the courtesy to even mouth three or four little words back to him in her shock, when she should have known what was about to happen.

The shock still carried through her and her team pulled her, stumbling, forward to Ozpin. Her and Weiss' heels clacked lightly on the glass floor underfoot as they approached the man and he turned around. "Ah you're back… where is Rex?" He looked at them quizzically, evidently no one had messaged ahead what had happened.

Ruby spoke up, stepping forward slightly. "Rex… won't be joining us. He was… he was left behind." She said nervously.

"I…see." Ozpin said, biting back was most surely was a curse. "Did you… did you at least get what you all were sent out to find?"

"Yes, we did. Blake has it, right Blake?" Yang said nervously, looking at Blake with one eyebrow cocked.

Blake could only nod as she shuffled forward, absentmindedly pulling out the metal case from the satchel, and weakly passing it over to Ozpin. The man let out a sigh of relief. "Well…the price was high it seems, but at least not all was lost. You all managed to retrieve the data, and as such in that regard the mission was a success. However, I don't know if I can ever call a mission result such as this a true success. You all are excused from classes for the next few days, should you wish to skip them. It's the least I can do for you all with what has happened. Miss Sanguine Ludenburg, mentor of team JNPR, will be your temporary mentor, until I can find you all another suitable candidate." Ozpin had a small frown on his face.

"With all due respect sir." Weiss stepped forward. "I appreciate the action, but no one will be able to fill the hole in our team left behind by Mr. Rex. It will be several days before our team can get back to a functioning level without him, as he was a core part of this team, and I don't know that anyone that you assign to us will be an adequate replacement for him. He has earned both my, and my entire team's respect in a way that I don't know anyone else will be able to match. So please, don't expect us to overjoyed to know that he will be replaced."

Blake was surprised to hear those words coming from Weiss, she was sure that Weiss still mostly hated him, but to know that he had won the respect of even the pickiest and most difficult member of team RWBY both brought her joy and sadness. Knowing that he was in fact at least respected by everyone on her team only made his separation from them that much harder.

"I understand Miss Schnee. And I don't expect you all to be able to feel the same for someone who will very likely be different, but all I ask is you give Miss Ludenburg a chance, and the same goes for whoever I pick as a permanent mentor. Beyond that, I have nothing more than my condolences to you four. You are free to leave." Ozpin replied half-halfheartedly.

"Of course, it's probably best if we go now anyways" Ruby said nervously. "Uuuh Come on guys! Let's go!" She said hurriedly, zipping over to the elevator. Yang and Weiss dragged Blake over to the elevator with them, and they finally left.

* * *

 _Thump thump… thump thump… thump thump…_

Everything burned, like his body was tearing itself apart at the seams, maybe because it was, maybe it wasn't. All Rex knew was that he felt an excruciating pain across his entire body. He wanted to scream, but nothing would come out. He wanted to move, to run, to do anything at all, but it was like he was in a vice grip, like he had no connection to his body whatsoever. The last thing he could remember was Adam making what surely was the finishing blow, before passing out a few minutes later on the beach, the last of his aura being exhausted trying to mend the irreparable wounds on his body.

Was he dead? He assumed so, no way he could have survived those wounds, not unless… somebody found him in time. Then that begged another question, where was he? Who found him? He had to open is eyes already. He had to know.

 _Thumpthump. Thumpthump. Thumpthump._

His heart began to beat faster, he could hear voices! He tried to decipher what they were saying with his muffled hearing, his eyes finally starting to part.

"…Whats happening? Why is he coming to, I thought he was properly put under!" an angry voice boomed into his eardrums.

"…I don't know, we did everything to a T, I have no idea how the hell he's waking up!" A panicked voice swiftly replied.

"Well put him under again dammit! A double dose. We can't afford for him to wake up in this state. We aren't done operating and if he wakes up in the procedure he might enter shock and lose more blood then we can pump into him, its already hard enough working around an aura that is so persistent in trying to heal him as it regenerates." The angry voice replied.

"Yes sir! Double dosage of anesthetic applying now!" The panicked voice replied.

No wait! He wanted to know who found him, where he was, how he was still alive. His thoughts started to muddle, the voices began to grow faint.

"Heart rate dropping, vitals returning to normal levels, brain activity reducing to manageable range. He's dropping back into operable levels."

"Good, that was too close. We could've lost him there. Now, let's get these augments and plates sealed in…"

Augments…? He couldn't fully process what was said, before his mind clouded over once more.

* * *

 _1 week later…_

Blake sat on her bed, alone in the dorm room. She hadn't done much of anything, sure she had gone to classes with her team, and eaten with them. But beyond that she just sat on her bed, huddled up an anguish, wishing things could be different. The satchel hadn't moved from the spot where she had gently laid it on her desk a week prior. She couldn't bring herself to look through it, and none of the others dared to touch it. She had always wondered what Rex had kept in the satchel, but she never bothered to ask figuring it was private. Out of respect for him, she hadn't bothered to rifle through it, even though she desperately wanted to.

But, her curiosity finally got the better of her. She slowly got up from her bed and walked over to where the satchel lay on the desk. The well-worn leather was cool to the touch as she picked it up. She unstrapped the top, and gingerly pulled items out of it one by one. Some metal slugs, a few various vials of dust, all different colors, a whetstone, Rex loved to keep his blades sharp. She set them aside and dug further, everything she pulled out hurt her a little bit to know she was just going through his things like she was entitled to them. Next were 2 vials of pitch black dust. She recoiled a bit upon seeing them, she knew what that particular dust did if it had any contact with your skin, withering away any living thing that it touched, hence why Rex seemed to have it in reinforced vials. She gingerly set them to the side, not taking any chances that they might break and spill. The last thing in the satchel, was a small bound notebook.

The blue notebook couldn't have been more than a few inches long and even less wide, just slightly larger than the palm of her hand. She had seen him writing in it a few times, sometimes during training and sometimes at random moments of the day. She opened it to the first page, poring over the contents. Soon enough she was skimming through notes on the four of them, Her, Ruby, Weiss, and Yang. He had everything about them written down, what they all seemed to enjoy, how well they did in practice every day, what he wanted to work on and things he wanted to try to test them each day. He had planned training regiments and exercises that littered pages of possibility. He had the next four years at least roughly fleshed out for them, on just a few pages. Granted the nuances would have to come in stride, but he was already analyzing the four of them and figuring out how they all fit together as a team and was already coming up with ways for them to work together better. She kept flipping through pages upon pages of notes, trial and error, things that did and didn't work out to improve the each of them. She knew he cared about the four of them a lot, they were all he had after all, but never had she thought he spent countless hours just thinking on what he could do to help them _more_ then he already was. It baffled her. She kept flipping through the pages, hardly looking over them as she neared the back of the book, when she stopped. A handful of pages from the end, after several blanks, there was a page labeled: My thoughts on each of them. She flipped to the first page, Ruby. Not even bothering to read more than just a skim, she went to the next one: Yang, followed by Weiss, then finally, Blake. She stopped on the page with her name labeled onto it. Amongst several lines of the general ways he thought she could improve herself, she found what he thought of her as a person.

'Blake is someone I have known the longest of anyone here, there is no one I would rather have at my side then her. She may think she is weak at times, but she is stronger than she thinks. Her drive once set on something outmatches my own when I think about it. And she learns quickly from the mistakes I point out to her. It hurts that I try so hard to keep things strictly professional. The night chats are nice, just getting to talk with her one on one as friends, though I always wondered if we could be more. I figure it would be a waste of both my time and hers however, she doesn't seem like someone who would be interested in silly romance anyways. It would just get in the way of things that she would deem more important, like redeeming herself and putting a stop the wrongdoing that her old allies in the Fang continue to do. Maybe that is just a dream I can save for another day.'

She dropped the notebook, letting it hit the floor with a quiet thump. She sank to her knees and let her tears form anew. She pulled out the black and white pendant that he had given her when they were kids, the last relic she had of him. She cradled it in her hands, whispering to herself softly. "If I had ever known that you cared this much for me… for us… there is no doubt in my mind I would have at the very least given you a chance. No one has ever been there for me like you were, and now that you're gone, all I'm left with is the reminder that you were still thinking about us even when we didn't care to think about ourselves. The docks, all the training, this notebook…" She picked back up the notebook and held it with one hand, the other still clutching her pendant. She choked back her tears. "I will not let all of this go to waste. I will continue what you started, and will succeed. You have given me everything that I could ever need to achieve my goal, and you never even got a thank you in return… or a goodbye when you left us. When I've finally finished my training, and fixed what I set out to fix, and everything is at peace, I'll make sure you are remembered. A memorial in your honor, just something, _anything_ to remind me that I am driven by what you stood for to me. I only wish that you could be around to see it…." She let her tears finally fall, kneeling there on the floor in her self-pity.

After a few minutes she finally recomposed herself, crawling into bed. "And that is a promise I will keep to the end of my days."

* * *

Rex awoke with a sharp gasp. He could finally see again, and the whitewashed walls played havoc on his eyes. Wait… eyes? He could have sworn Taurus had sliced clean through his left one when he had dealt the finishing blows to him. But… how was he seeing clearly now? He slowly sat up and looked around the room. The uniform light keeping everything well lit. He could see various medical instruments lining the sides of the room, with his bed in the very center. He reached up with both hands, gingerly rubbing his eyes, then he realized something, his left eye, the one he swore he had lost, didn't quite _feel_ like an eye. He touched it lightly again, after a moment he realized: it was metal and glass. No, not possible. Who had the technology to be able to replicate an eye that could see perfectly out of metal optics, and with such precision too?

Well, one group came to mind, but he could only wait and see if his suspicions came true. In the meantime, he looked down at his hands and arms, small stitches in places where he had been cut, some of them looked fresh too, like he had been cut open again more recently. They didn't hurt, but they also didn't feel… normal. Was this a dream? He slapped himself twice. Nope definitely not a dream. He looked down to his chest, seeing a scar run the length of his body, from the top left to the bottom right. It seemed to be healing well enough too, how long had he been out cold?

He saw some of his clothes hanging in the corner, minus his shirt, which undoubtedly was torn beyond repair. He tried to get up and walk over to them, only to realize his legs were restrained to the bed. He tried pulling on the bonds, only to realize that he was going nowhere with the thick metal rings wrapped around his legs. He sighed and slumped back on the medical bed. Guess he would have to wait for whoever found him to come and say hello, thankfully he didn't have to wait long, for the door opened only a few minutes later. A man with dark black hair, a bit of grey on the sides, and a stern and serious face that seemed to be chiseled out of stone. His white suit and gloves were devoid of any other color save for his grey under-suit and a hint of a red tie poking out from beneath the grey.

He was flanked by two people in white lab coats, bearing what Rex immediately recognized as the insignia of Atlas. His suspicions were confirmed as to who seemed to do the impossible, nothing seemed impossible to those in Atlas. He only wondered now what they would want in return for this…kindness.

Behind the two people in lab coats several armed soldiers walked in, seeming to be the man's personal guard based on their colors, red and grey insignias instead of white and grey like the rest. They were decked out in full atlas standard combat gear, albeit with a few additions, no doubt there was a lot of bonus tech in their darkened visors, and they seemed to be armed with a bit more ammunition and weaponry then what he recalled to be Atlas standard issue.

The entourage came to a stop a few feet from where he lay. As the more foreboding man stepped forward, he slowly sat back up. The guards behind him seemed to visibly tense when he did so. Great, already under guard even minutes after he woke up.

The man stopped not a foot from the medical bed, now crossing his arms behind his back. "It is good to see you awake. We were beginning to worry that the surgery put you under for good."

"Surgery, huh? I should have figured. I get the impression based off of who I'm dealing with here that there was more than just a simple 'save my life' surgery, wasn't there?" Rex calmly replied.

"Oh? And who do you believe you are 'dealing with' right now, since you seem so confident in the face of what should be the unknown." The man replied, his stoic expression not wavering an inch.

"Well, first off its hard to remain unknown when your men come in bearing Atlas insignia's and some standard Atlas equipment, as well as some… less than standard upgrades which would only be handed out to Atlesian advanced soldiers, such as personal guards. Which leads to me believing that you are a general of Atlas, yes?" Rex said evenly.

"Observant, an excellent trait indeed. Yes, I am General Ironwood of the Atlesian military, headmaster of the huntsman academy in Atlas as well. And I have some questions for you, no doubt you have questions of your own as well, and I would be happy to answer them for you if you will only be cooperative." Ironwood replied.

Rex sighed. "Fair enough I suppose, eye for an eye and all that. Ask your questions, then I will ask mine."

"Excellent." Ironwood wheeled a chair over from the corner of the room. "First off, who were you fighting that left you in the state we found you in? Can you remember? I certainly hope that the state you were found in didn't leave you devoid of your memory."

"Yeah, I remember. I might like to keep secrets, but you already saved my life once, I can at least not tell you a lie. I was fighting the White Fang after trying to evacuate from a mission gone haywire. The lackeys were nothing, beyond sheer numbers. If you found me I assume you saw the bodies all over the beach, dropped quite a few before I began to tire, that was when Taurus himself showed up. I assume you are aware of Adam Taurus." Rex asked.

"All too well, he's got a death sentence in every kingdom save Vacuo. And you fought him one on one then?" Ironwood asked with some surprise, his face however, remained constant.

"Yeah, I did. Wasn't the first time either. The first time I actually bested him, would've finished him off too if it wasn't for his entire militia showing up armed to the teeth and forcing me to bail before things got bad. This time however, when we fought, I was on the losing end of the fight the entire time. After fighting for so long, and a good sprint beforehand, I was tired. Made some mistakes. I got close, so damn close, to actually beating him again. Unfortunately, he used his semblance to overpower me after I got some good hits in, leaving me in the state you found. I should be dead right now, but Atlas medical and scientific prowess somehow came to my aide." Rex said.

"Indeed it did. And to know that you beat him once and escaped with your life, on top of only being just bested by him after defeating so many of his men like you did, singlehandedly, only confirms that my decision to save your life was justified." A confident smile barely cracked on Ironwood's face. "Which brings me to another question, why were you there in the first place? How did you even get into the situation like you did?"

"Well, Ozpin has the details, but basically me and my team were sent to retrieve the files from one of your Atlesian gunships that were carrying plans for the Vytal festival security detail I believe. We managed to retrieve data, but we were ambushed and had to make a run for it. I was the only one in the group that had been on any actual missions and had the experience of the group. The rest were the team I was mentoring, team RWBY. The four girls were good, far better than most, but I knew we stood no chance against that many enemies without risking serious casualties, so we ran. Well, turns out the Fang had tried to sabotage our bullhead while we were away, the onboard crew managed to fix some of the damage, but when we took off, the engines weren't strong enough the carry the weight of all of us, and we had to drop some weight from somewhere. Well my gauntlets were heavy, but they wouldn't be enough and I couldn't just part with them. So I did what I thought was necessary to see my team home safe and the mission a success, I sacrificed myself and jumped out of our bullhead, giving it just enough weight relief to break the tree line and escape. And that's basically how I wound up on that beach. The rest you can likely figure out for yourself if you haven't already. I got overwhelmed and finally fell to Taurus." Rex concluded his story.

"That is quite the tale, very admirable of you to be willing to sacrifice yourself for the good of the mission…and you are acquainted with Ozpin you say? Well luckily for you, the ship you are on is hovering over Vale currently, and earlier this week I had a chat with Ozpin. He seemed slightly distraught over the loss of one of his best mentor's on a mission. I had my suspicions, but now I can infer that was you he was talking about, yes?" Iron questioned him.

"Unless someone else went out on a mission, yes, that would be me." Rex perked up a bit at the mention of being back in Vale. "When would it be possible for me to return to my duties? If I may ask." He asked hesitantly.

"Well currently, while you are healed, I would not say you are back up to an optimal level to resume fighting and training at a whim, and I have a mission of my own that I would like for you to assist with, nothing too big, but it would serve as payment for the assistance we have lent to you, as well as win my trust further. I will have you return to Beacon with me briefly at the end of the week, where me and Ozpin will give you the full rundown and you will be sent out. That same day is the start of most all of the missions for the students as well, so unfortunately you will not be able to reconvene with your team right then and there, and we would like to keep your recuperation to the training rooms on this ship until then." Ironwood said.

Rex bit back a curse. "I… understand sir." He said with a grimace. "If I may ask, what _specifically_ did you all do to me while I was out cold? I have way more closed cuts on my body then I remember."

"Ah yes, I suppose it would be better for us to explain to you then to hope you figure out what they do at an in opportune moment. My scientists can explain." He motioned for the two in lab coats to step forward.

The first scientist gave a small cough and began. "We managed to repair the damage done to your body to an extent, however the cuts on your torso and face were so deep we had to go to… drastic measures in order to reconstruct your body properly. As you may bave noticed from your scars on your chest and torso, there was heavy amounts of micro thin layers of metal wound into the muscle in order for it to heal and stay shut properly, you are very lucky that the damage to your organs was only minor, and none of them needed full replacement. As for your face, we had no other choice but to replace your eye with a robotic one. Not very noticeable at a distance, but up close the observant can tell quite easily. Unfortunately, we had no other choice if we wanted you to be able to operate at the capacity you were able to before, it's nearly impossible to fight as effectively with only one eye."

"I see…" Rex said ironically. "While I don't like becoming partially a metal man, I appreciate the gesture."

The other scientist stepped forward. "As for the additional cuts all across your body sir, we implemented a series of reflex servos into your joints and critical muscles that would improve your reaction time, as well as your strength. Your eye also comes with a few bonuses as well, such as being able to seen in nearly complete darkness with the clearness of Faunus vision, as well as being able to scan for electronics and dust in a limited area in front of you."

"Hmmm a few upgrades huh? I suppose they will come in handy. Is there anything else I should know about?" He looked to Ironwood.

"Your meals and anything else you could need will all be provided on this deck. You have free reign to use any of the training facilities on board, and your weapons will be waiting for you when you get there. Any questions?" Ironwood looked expectantly back to him.

"Only one; when can I get out of these manacles and move around again? I would like to get back on my feet sooner rather than later." He deadpanned.

"Of course." Ironwood nodded to two guards. They stepped forward and after a few moments, he could feel the rings around his legs unlatching. He slowly stepped up from the bed, still in only undergarments. He rubbed the spots where the rings were latched on his legs, and walked over to where his clothes hung. He fit his dark pants on, letting them cover his leather boots for the most part. The shirt provided wasn't his, but he wasn't going to complain, even if it was just a simple grey shirt. He pulled his black hooded jacket and cloak back on, and turned back around. He was ready to get started.

* * *

 **A/N: Another chapter in the books! This one was saved to the site kinda awkwardly, some of my changes didn't get saved, so if i missed any spelling errors this time around, that is likely the reason. But as usual let me know what you think of the story so far, and what i can do to improve my writing, as well as thoughts on the story as a whole. Volume 2 events are mostly going to be pushed aside here, with only the last few episodes really coming into play. Volume 3 however is going to compensate for this, with far more chapters then either vol1 events or vol 2 events will have, then we will press onward into uncharted territory, where the fun events that i have planned out will be occurring. But until then, enjoy your week.**


	11. Chapter 11: Takes Two to Tango

Chapter 11: Takes Two to Tango

* * *

Mercury was bored. Not that most things didn't make him bored, but just waiting around for Cinder to give him something to do especially bored him. It kept him from being able to go out and look around, maybe get in a few 'friendly' scrapes with some of the other students here. Of course they would think they were just friendly spars, but he had other goals in mind when fighting them. Of course, Cinder also told both him and Emerald to stay out of trouble to keep themselves on a low profile, and he had been chewed out once for it already. He did not intend to give Cinder a reason to bet upset with him again. An angry Cinder was one of the few things that scared him to his core in this world, and that was definitely no small task.

So until then, Mercury sat there in the dorm room they had been assigned as 'students arriving for the Vytal Festival. The room was big enough for 4, but houses only him and Emerald, who was sitting on the bed opposite from his, on the other side of the room. The red sheets and carpet clashing with her green hair. He loved to joke with her on the topic of why she always had her hair dyed green when that made her so easy to pick out in a crowd with how unusual it was, but now was not the time for such joking, even he could see that. Not when you were awaiting orders from the boss herself. They were already on thin ice from the stunt they had pulled in Vale earlier in the week with that Faunus Tukson at the bookstore. Not that it had been difficult top take him down, a kick to the chin and a stab through that back finished him off easily enough. But they had been lucky that no one had shown up, or seen them enter and leave from that bookstore. That would have put a serious hitch in Cinder's plans if they were wanted for murder right out of the gate, but it had been too easy to pass up.

While he thought about this, he was fiddling with his robotic legs, a… gift from Cinder when she had found him. He couldn't deny they were far more useful than anything his godforsaken father had given him, save for his fighting ability. Before he has been a combination fighter, using both his arms and legs to fight, but when he had been given these babies, well, he had no reason to use his fists for more than surprise attacks when he could now deliver kicks with more force than a dust charged great sword if prepared and executed right, and guns were installed in the boots too for added effect, which went along great with his semblance.

He tightened a few screws and pulled his pant legs back down, the haven uniform fitting over them nicely. In that moment, Cinder walked in, shutting and locking the door behind her. She seemed pleased, and was holding several files in her hand. Finally, something to do.

"Hey, hey Cinder, what's the word?" He asked casually, Emerald coming to attention far faster than he bothered to.

"Just putting the finishing touches on the assignments for the both of you, and while there are a few unknowns currently, I think the two of you will be able to figure those out nicely. Here, have a look at these." Cinder said with a chilling sweetness. She handed Mercury two files, and the other 6 to Emerald. He could never get over how much that tone of voice she used could make him feel both calmed and deathly afraid at the same time.

He opened up the top file, the first thing greeting him was that redheaded girl that he had fought earlier last week. Pyrrha Nikos if he recalled correctly.

"God why does Mercury have so much less than I do?" Emerald whined.

"I would _hardly_ call what mercury is in charge of far less than what you have to do Emerald. He may have less files but they are extremely critical to the plan, you may be thanking me later if things don't work out as well for him." Cinder snapped back.

"Of… of course ma'am. I'm sorry." Emerald looked down at her files in shame.

Mercury didn't like the sound of that. How much was in these two files that they were of more importance than the _six_ that Emerald was given? Pyrrha's seemed simple enough. They had suspicions that she might be connected with the Fall Maiden's powers, and figured that Ozpin would pick her as a likely candidate to inherit them, and if they kept track of her, when Ozpin revealed them to her, she would lead them right to the girl to finish them off and steal the remainder of the power. Of course this was mostly speculation on Cinder's part, but Mercury wouldn't question her, she has rarely ever wrong, and she had no reason to be right now either.

The next file was what really surprised him however, a raven haired girl with Amber eyes, he figured this would be in Emerald's charge. "Blake Belladonna?" He asked questioningly.

"Yes, Blake Belladonna. From what I've gathered from around the school records as well as conversing with Taurus, she had notable and deep ties with that man we had Taurus kill off last week. I want you to figure out just to what extent she knew him, as well as figure out if she will be a problem in the grand scheme of things. She is much more perceptive than most of the other students, and has become increasingly active with her team lately, going so far as to convince them to help her search the city for White Fang operations. I just need you to figure out if this is a personal reason or if she is on to us. I can handle the rest from there. I do not want her interfering with Taurus and Torchwick's movements in the city." Cinder replied.

"I see… not do sound rude, but why me? This seems way more in Emerald's ballpark than mine. Im just the guy that kicks stuff and looks cool doing it, not the greatest conversationalist." He smirked a bit at that but remained mostly serious.

"Emerald will be assisting you with getting near Miss Belladonna, but you are more alike than you may think. She doesn't seem to talk with many outside of her normal friend group, and prefers action over conversation. I think your style may speak to her, maybe offer to help her train one day and strike up a conversation afterwards. Just be careful with what you ask and how you ask it. Once again she's smarter than most and anything too telling will blow your cover. I expect good results from you Mercury." She smiled, and Mercury could only feel a bit nervous at that, but he maintained his outward nonchalant attitude.

"I always do. It'll get done." He said cockily.

"Excellent, than I expect a progress report from the both of you at the end of next week. I would ask for on this weekend, but we have a bit of a fun weekend ahead of us with the dance and the rest of the students going on their missions, don't we?" She smiled and left the room.

"Indeed we do…" He muttered after she left. This was going to be an annoying set of objectives for him, far outside of his comfort zone of staying quiet and doing the fighting. He had to talk with someone that wasn't Emerald, and that was just to try and figure out some girl he could care less about. Never mind having to work with… her, when it came to monitoring the redheaded champion. That woman weirded him out with her odd way of looking at things, made him feel like his blood was tingling throughout his body when he was just near her. I guess he had to work with her at some point on this mission, might as well get it over with… but maybe later. For now, he was going to get some well-earned shuteye. He wanted to be well rested for this weekend.

* * *

Around the corner, slash through those two holograms, body slam that dummy with the momentum. Roll into the next hologram with a clean sweep, jump over the next one with a backwards slash. Never stop moving, every hit must be precise. There's 3 in the next corridor, you can take those two out with one slash… she did so as she grunted.

But… remember that the third jumps out from behind… crap!

She got hit from behind by the hologram, not actually getting hit, but the hologram disappeared as her aura was delivered a shock. She shook it off quickly and ran through the rest of the course. She came out of the training run and looked at her score. Damn it.

Blake should've been proud of that score and time. She only got hit once, and the only person who even had a time remotely close to hers on the student's board was Pyrrha, and she was now a solid 10 seconds behind her time. 48 seconds. And Pyrrha's was 58, but when she flipped over to the academy wide score, the record was held by someone else, someone she was trying to emulate but just couldn't no matter how hard she tried. She just looked at the global score for Beacon academy with another pang of sadness running through her. She was second on the board, the top score just out of her reach, but her ever present mark: Top score for beacon academy; Logan Rex ,39 seconds.

She knew that a simple training run test with several variables thrown in shouldn't bother her that much. But that was just it, Rex had earned that score 3 times in a row, with a few different changes to the simulation every time. That's what made it so impressive to her, that he could repeat it. She couldn't even get close a single time no matter how hard she tried. She didn't know if she was just hitting her peak, or if she was being held back, or if there was just something that she was missing in her style that kept her from being as efficient as he was, when she even tried emulating his fighting style, which was very similar to hers only more aggressive, taking opportunities as they arose, but also preferring to stay on the offensive more than the defensive and opportunistic style of her own combat.

Her train of thought was broken however, when someone walked into the training area behind her.

* * *

The past week had been terrible for Jaune, his training had been going alright. But then he seemed to upset Pyrrha by _something_ he said one night, and they hadn't trained much at all since. Never mind that the dance was tomorrow and he still didn't have a date. Weiss was already going with Neptune from what he saw, and Pyrrha was upset with him now. Everything seemed to be going to hell really quick. He resolved that the only thing he could do now was just go train solo, as much as it was a lot less fun when you didn't have a partner to help you out. Maybe he could at least get his training run score up past Cardin's today if he tried hard enough.

He was surprised to walk in and find none other than Blake standing there, this late at night? It was already past 10 pm. He thought he and Pyrrha were the only ones who had any form of late night training sessions. But his eyes didn't betray him, Blake was indeed standing there, looking up at the global scoreboard. Jaune could see her score clearly even from where he stood, and his jaw dropped. 48 seconds?! How hard had she been working? The student average was around 2 and a half minutes, and his own was 3 minutes. His attention was finally dragged away from the scoreboard however, as Blake whirled around and locked eyes with him.

He noticed even from there, that her eyes were slightly puffy, like she had been crying a bit. He had noticed that team RWBY's quietest member had been acting a bit off the past 2 weeks since their first mission went haywire and they lost their mentor. It had been tough for them, even his own mentor Sanguine seemed a bit upset. He couldn't say he knew the guy very well, he had talked with them a few times and Pyrrha and Ren seemed to respect him, but he wasn't their mentor, and he didn't chat with them much with the handful that was team RWBY always having stuff happen.

But nonetheless, while this wasn't quite his forte, he had to try something. Even though he wasn't the closest with Blake, she was still his friend, and he couldn't stand to see her upset like that. He mentally groaned to himself that he was about offload more stress onto himself, but he walked towards her slowly, a neutral expression on his face. "Ummm hey Blake… I didn't think anyone would be in here at this time of night, especially with you know, the dance happening so soon. Are uh… are you doing ok?" He looked up tentatively, unsure of her response.

Blake sighed, "I'm fine Jaune, just trying to get in some extra training before the dance. Yang finally convinced me to go, not that I really want to." She grumbled.

"Blake, please. I can be a bit dense at times, I won't argue that, but it's obvious even to me that you're not ok. Please, if it's not too much to ask what wrong? All I want to do is help my friends… something I seem to be failing miserably at lately…" He trailed off.

Blake stood against the nearest wall, sinking down it until she was sitting. Jaune could evidently see the bags underneath her swollen eyes, the beauty of her face marred by it. She looked almost pitiful as she pulled her legs up close to her. "I was close to him; you know? To that guy that will sit at the top of the scoreboard forever it seems."

Jaune walked over next to her, keeping himself a decent distance from her, but close enough that she could still whisper if she wanted and he could hear it. He sank down next to her on the wall. "That close huh? What was he like? I never really got to talk with him much. He was always so busy with you guys that he only ever really got to stop by our dorm to help Sanguine set up training tasks with us."

"Well, he might have seemed a bit standoffish at first, but he opens up to you a lot when you get to really know him. He was always extremely caring about us. We were essentially his family, or at least the closest thing to one. He always pushed us to work harder, and not settle for just doing well. If we ever had a squabble he would do his best to try and sort it out. Sometimes he would be successful, and if he couldn't sort it out himself he was at least able to get us to calm down and talk it out. And his skill in battle was something to behold. He always told me he had been training since he was able to walk, but I had never actually gotten to see him fight until I reconnected with him when I arrived a Beacon."

Well, that was far more than he had expected. "So you knew him before coming to Beacon huh?"

He could see her tearing up a bit talking about it, and wondered if he had asked too much of her, but she continued anyways.

"Yes. We knew each other since we were kids actually. I know I told you all a bit about my faunus heritage, and growing up on the streets of Mistral. But that wasn't the entire story. Every so often Rex would come by where we protested in a green space in front of the Mistral Council hall, with his Master Oda of course. He and I would talk, and a lot of times he would bring me food. That's honestly how we got to know each other. He took an interest in the Faunus plight, and always talked to me because I was around his age, so he felt more comfortable around me. At first it was scary for me to talk to a human, when most all of them either openly hated us or secretly hated us. But Rex and his master were different. He genuinely cared, about me, the Faunus, everything. He saw it as a sore injustice, that we could be treated as we were. Then we were separated one day, and I was torn away from mistral due to the Fang growing more Violent. After a brief visit to Menagerie, I was brought to Vale with the movement of the Fang that I was a part of. But nothing ever lasts and I ran away after becoming fed up with aiding their violence. You know the story from there, I've explained it to all of you before. I just… I wish I could have him back, he meant more to me than a lot of people. He was my first true friend and… and I really think we could've been more if given the time…" Her last words came out a bit forced, and she broke down a bit, burying her head in between her legs and began to softly cry again.

'Dammit Jaune, you've done it again.' He thought to himself. He managed to make one of the calmest and stoic girls in the school break down into tears. Well I guess he had to do something about it. He scooted closer to her and carefully put an arm over her back. "Hey, hey please don't cry. I'm sorry if I hit a soft spot. I just wanted to help you, not force you to remember things you don't want to. Truth be told, I think he would be proud of your dedication to trying to better yourself, with all the training I've seen you doing the past week, and all the training I apparently haven't seen you doing as well."

"Its… It's what he would have had me do if he were here. But… then again, he also would have wanted me to enjoy myself as well, like going to the dance. But it's hard to enjoy yourself when you feel like you should be mourning instead, and training by yourself isn't much fun either." She replied, starting to recompose herself.

Jaune pulled his arm away, standing up. "Well I don't know that I can help with the dance much, kind of considering not going myself, and you deserve to go with who you choose. But I can help with one thing. I'm in need of a training partner myself, and you seem dead-set on getting some kind of training done tonight. I might not be the best person when it comes to training, but maybe you just need someone to motivate you to keep going when you get hard on yourself. You look like you need it." He offered a hand to her.

She looked up at him, likely thinking over it. He wouldn't lie even with puffy and baggy eyes, her gaze seemed to pierce him as she thought it over. Finally, she gave a small smile and took his hand getting up. "I think that would be a good idea, I could help to have someone to keep me going."

"Oh, ummm Great!" He was surprised that she was actually ok with it. "Then let's get started!"

"Yes, Lets." She picked up Gambol Shroud and walked over to a training arena. Jaune happily followed her, gripping Crocea Mors. At least he managed to not mess one thing up before the dance.

* * *

 _One day later_

Rex slashed through the last mech in the room. Thankfully Ironwood had the best and fastest technicians he had ever seen, because he had gone through these training exercises like they were nothing. It hadn't taken long for him to rehabilitate himself and get back up to snuff, now he was just playing the waiting game.

He sheathed his weapons and left the whitewashed training room, the old Atlas Mechs still smoldering.

He walked up the corridor to the one back of windows he had been able to find on this level of the ship. Luckily for him, the side of the ship that they were on was facing the moon tonight. He leaned against the wall opposite the window, looking out at the moon and night sky. Oh what he would give to be back at Beacon right now, but all in good time. Soon these white boxy corridors would be replaced with the warm inviting ones of Beacon's dorms. Tomorrow he would be on his mission, then he would be relieved from Ironwood's service, and he could return to his team.

But that vein brought him a little bit of pain as well. He recalled that tonight was the dance for Beacon, and he couldn't be there. It was a shame, he was hoping to ask Blake to go with him before, but now he only had the moon in front of him as a reminder of the talks they shared alone on the roof of the dorms. He couldn't help but wonder if she was going to the dance anyways, knowing her she wouldn't want to normally. He hoped she did anyways, she needed the relief from the action, it would be good for her. As much as he would love for her to keep training, she needed a break. He just hoped she wasn't being stubborn to a point that her team couldn't convince her to go. That was another thing he was thinking about. Team RWBY was like family to him, and it hurt to have to stay away from them for so long.

He shook his head, chuckling to himself. "You all enjoy yourselves… ill be back soon, then everything can be as it used to be." He said quietly.

He stopped leaning against the wall and walked back up the corridor, wanting to get some rest before his mission tomorrow.

* * *

Blake would be lying to herself if she said she wasn't having fun. The dance had been good so far, she had enjoyed her time with Sun, but it just wasn't the same.

She put on a face, a fake smile and cheerful laugh, and she was enjoying herself, but it wasn't the same. After a few more minutes of dancing with Sun, she stopped. "Give me a few minutes, I need some air, it's a bit hot in here right now."

"Sure, go right ahead, I'll just get us some drinks and be down here waiting." Sun said casually.

Blake quickly made her way up the steps and out to one of the balconies. She wasn't wholly lying when she said she needed some air, but she also just needed to let herself go for a minute.

She sighed and looked up at the moon, the cool night air reminding her of nights similar to this one when she felt happy and things weren't so serious to her anymore. She knew she shouldn't be trying to think about it all the time, after all this whole dance was supposed to be one giant night to relax before the mission assignment and deployments tomorrow, but she was so tense. This was the perfect situation Rex could've helped. He always had ways of calming her and her team's nerves when they were at odds with one another or something came up. But now he wasn't around to do that anymore, and the moon only reminded her of the nights she spent chatting on the roof with him, catching up and spilling secrets. It saddened her, and she fumbled with her pendant for comfort as she often did. But it also strengthened her resolve. Tomorrow they would get an assignment, hopefully in the southeast where they had learned of White Fang activity from their little jaunt in the city the past week, and then they could get to the bottom of this, and she could begin the healing on her own, and finally put the memory to rest until she was out of school.

She took a deep breath and sighed to herself. "I wish you were here; things aren't the same without you." She said quietly. She tucked the pendant back under her dress and went back inside.

* * *

Ruby had been watching Blake for most of the night, in fact she and the rest of the team had done their best to keep an eye on her most of the week. Rex's death had shaken all of them for sure, but none more so then Blake. She just wasn't the same, and while they had made progress working with her to find out where the Fang were hiding, her drive didn't let that be the end of it for now. Ruby could see it in her face as she danced with Sun. The smile looked genuine, but Ruby knew better. She was enjoying herself yes, but mostly it was because she was forcing herself to. The movements, the smile the laughs, all of them felt a bit forced to her, who had known Blake long enough to understand some of her tells when she was silently upset about something.

It made her sad in a way to know that Blake was just masking everything like she usually did, but her being here was better for her than being off on her own and getting into who knows what kind of trouble.

She needed some air herself, seeing Blake leave briefly and return a few minutes later, looking slightly rejuvenated. It would give her time to think over what she needed to do to help Blake, and that's what she was already dead set on doing. She was going to help Blake get out of this slump, it was what friends were for right?

She slipped a bit as she walked out of the Ballroom. Uuugh, but first she wanted to get out of these stupid lady stilts.

* * *

The next day passed by quickly, Rex was anxious to begin his mission, but he needed to have is briefing with Ironwood and Ozpin. Thank god for him Ironwood had at least had the reasonability to inform Ozpin that he was alive, and allow the briefing to occur on Beacon's grounds. Unfortunately for him, all of the students who were being deployed on missions had already left, including his own.

So as he rode the elevator up with General Ironwood, he kept a stoic expression on his face. Despite being overjoyed that he was at least back home, it would only be for a few minutes.

The elevator door opened and the two of them stepped out, to be greeted by the silver haired man in front of them. "Ah James, good to see you again. And Rex, it is most certainly good to see you in good health again." Ozpin said warmly, a mug of coffee in his right hand.

"Thankfully Ironwood here managed to find me just before I was beyond the point of saving." Rex replied.

"Indeed. Your charge here was in quite the bad state when I found him. I've sent you a list and descriptions of all the surgeries that were performed and what they entailed in case there are any complications in the long run." Ironwood replied.

"Excellent. Thank you once again James. Now, would you care to Explain to him what his mission entails?" Ozpin asked.

"Of course, If you will allow me?" Ironwood walked over to Ozpin's desk, setting his scroll down on the glassy surface and connecting with it. A holographic image of the city of Vale appeared as well as a notable portion of the surrounding area. A small green dot shone out from the northeastern side of the city, it blipped methodically. "Just outside of the northeastern side of Vale, we believe there to be a White Fang encampment. Now as to this being their main encampment or not we are unsure. But what we do know is we need someone to scout it out and tell us if there is anything of note to the area. A lot of resources are being diverted in preparation for the Vytal Festival tournament in a few weeks, and we can't afford to be sending out patrols and platoons to clear this out unless it is absolutely necessary. So your job is simple, get in, scout out the camp under the cover of darkness, and determine if there is anything notable that needs to come to our attention. Once you have done that, report back to me and Ozpin. We will be waiting here for you and will keep in radio contact with you. I expect this to go smoothly. Any questions?" Ironwood looked at Rex inquisitively.

"None sir save one. When can I get started?" Rex replied.

"There is a bullhead waiting outside down at the docks for you, I'll have an escort get you down there as soon as you leave, it's getting dark enough to deploy you already, so this mission effectively beings now. If there is nothing else than you are dismissed. Good luck." Ironwood said resoundingly.

Perfect, he just had to get this done and he was cleared to finally be able to meet his team when they returned from their mission. Which made him wonder… "Another question Ozpin, if I may?"

"Of course Rex, what is it?" Ozpin looked up at him from his desk.

"What did my team elect to do for their mission, if I may ask?"

"They were permitted to do a higher level mission in the southeast quadrant of Vale, an old Ruin known as Mountain Glenn. If you have heard of it?"

"I have indeed sir, a tragedy." Rex responded.

"Indeed it was. But they are just there to slaughter Grimm, however I get the strangest feeling that they will be doing far more than that in that region, they seemed eager to go." Ozpin said with a small smile on his face.

"Interesting. That will be all then. I'll be off." Rex turned around and left the room quickly, meeting his escort at the bottom of the long elevator ride. He knew what had to be done.

* * *

After the short bullhead ride out of Vale, he was dropped off in a forest clearing, the red leaves of the northern woods of Forever Fall still looked beautiful even in the cover of darkness. 'Heh, last time I was here I was basically a dead man walking, let's make sure that doesn't happen this time.' He thought to himself as he took off sprinting, heading towards a blinking indicator in his scroll GPS.

After several minutes he found the site. Ironwood and Ozpin were spot on, nestled in a small valley clearing in front of him as he hid in the trees, lay a massive series of tents. The brown tents were illuminated by fires, torches, and electrical lights powered by dust generators, he could hear the humming of them from where he hid. There was also a lot of shouting, as a bullhead took off on the side of the encampment closest to him. The doors were still shutting when it lifted up past him, and he could just make out the outline of a man turned away from him, his red hair and long katana the only notable features that could be discerned in the weak light of the moon on this cloudy night. Rex knew it could only be Taurus, and as much as he would love nothing more than to try and bring down that bullhead, he knew he didn't have the time nor the means to do so, but Taurus being gone did make this exponentially easier, as a few lackeys wouldn't even come close to being a match for him if he got spotted, thankfully so long as he was quiet, it seemed that the majority of the rest of the encampment was asleep.

She slinked down from his perch in the tree, his figure barely even noticeable in the pale moonlight, but he couldn't let that be his cover here, they were all faunus after all, darkness mean nothing to them and he would have to stay out of their sightlines. He landed behind a set of dust crates, Schnee Dust, stolen most definitely, they were marked to be delivered to the same dock on the Vale shoreline that he fought Torchwick on several weeks ago. Well now he had his confirmation that Torchwick was in league with the Fang and whoever else they might be working with.

He crept between tents, only having to pause occasionally when he heard a patrol moving in between the tents, or if a stray yawn came from nearby, now was not the best time to get caught, not when he was moving so far into the encampment.

It was when he reached the middle of the encampment that he found something else of note, and his jackpot no less. But it was also what unnerved him. Grimm were houses in metal cages all over the center of the encampment, Ursai, Beowolves, Creeps, Griffons, Boarbatusk's. The Fang had a wide variety of them captured here, but what unnerved him the most was the lack of handlers, and the fact that the Grimm seemed perfectly content to just wait. That was when he noticed the dark purple and black crystals. He had never seen them before, and he tentatively left his cover and approached them. They had a tinge of red in the middle, it seemed to flicker as he looked at it. He took several pictures of them and made sure to include the Grimm in the shots. This was unsettling, the Fang had control over these Grimm, and something told him that these crystals were the key to doing it. They seemed to pacify the Grimm at the very least. He took one of the smaller crystals down and stowed it in his cloak.

The rest however, he knew he couldn't take them all with him, so there was only one thing he could do, the influence of Yang was certainly strong, and this would surely make an interesting show and easy escape for him. So he went with his instinct and began to smash the crystals. He had to work fast, knowing that the shattering was bound to wake someone up eventually, but soon he had shattered all of them but the one in his pocket. The Grimm seemed to tense up, but didn't quite go berserk like he figured they would, then it dawned on him that the quantity was for coverage instead of just intensity. Even the one he had in his pocket was strong enough to keep these weaker, younger Grimm pacified.

So he unsheathed his blades, and went to work on the locks, slicing a few of the cages open and letting the doors hang open. He could already hear some commotion from the tents. It was time to go, and the moment he ran out of range of these Grimm, they would be putting on a show.

He sprinted off back through the encampment, knocking over a drowsy Fang soldier in his haste. Once he cleared the encampment however, he could hear the enraged howls of the Grimm. That would no doubt keep them busy and set them back for a while, but where they got these crystals he had to find out. That however, was something for Ozpin and Ironwood to look into for the time being. His end of the job was done, time to bring back his find. "Pick me up at the drop site, we're done here." He said into the earpiece he was given. He got a garbled confirmation back as he disappeared into the woods.

* * *

Rex stepped into Ozpin's office triumphantly. The mission had gone by smoothly enough, and he had plenty of information to share with the two of them. Ironwood and Ozpin stood in from of the latter's desk expectantly.

"Good evening Rex." Ozpin began. "What do you have for us?"

Straight to business then, good. He wanted to just get this done so he could sleep. "Two things. First, I found several crates of Dust in the encampment that belonged to Schnee Dust, marked with the same delivery dock as the one I fought Roman Torchwick on several weeks ago. This confirmed that they are indeed in league with one another and those were not just faulty members."

"Excellent. And the second thing?" Ironwood asked.

"The second, is this." He pulled out the crystal that he had taken from the encampment and offered it to Ironwood.

Ozpin and Ironwood looked at each other. "Do you think…?" Ironwood asked.

"I was hoping this wasn't the case." Ozpin Replied.

Ironwood took the crystal from Rex and began looking it over. "This is certainly something unusual. Tell me, do you know anything about this crystal, anything that can help us at all?"

"Well, it seemed to me like the crystals were pacifying a bunch of Grimm that the White Fang had in the middle of their encampment. When I removed them away from the Grimm they went hostile after I moved a considerable distance away." Rex replied.

"I see" ironwood said, still looking over the crystal. "And were there more of these? What did you do with them?"

"There were, and I destroyed them, as I didn't have the means to take them with me sir." He said.

Ironwood looked at Ozpin again briefly, then turned back to Rex. "Excellent. That was the best outcome I could have hoped for given the situation. Well done. You are dismissed Rex. You are also relieved of my charge. You may return to the duties Ozpin saw fit for you to continue." Ironwood said dismissively.

"Oh. I see. Of course, I won't keep you two any longer. Have a good night, ill just… return to my dorm then." Rex said disjointedly. He was surprised of the speed of Ironwood's dismissal. He turned to leave, reaching the Elevator before Ozpin called out to him.

"Come back tomorrow afternoon Rex, I'll have your team here waiting to greet you." Ozpin said as the elevator doors shut.

"Should we tell him?" Ironwood asked after Rex had left.

"I don't know if we will have a choice after what he's seen today, and I trust him far more than anyone else that could become involved in this. However, I think we should proceed with caution. Let's wait until the Vytal Festival draws nearer, then all will be revealed to him." Ozpin concluded.

* * *

 **A/N: Hey all. This chapter was a finicky one to write, as it sets up a lot of stuff for later events. It also was my first attempt at branching out into the developments and thoughts of other characters, such as Ruby and Jaune. If i want them to be useful and Meaningful later, then i need to get them to build up more now. With that said, if there are any characters you want to see more perspective of in the range of the main 8, the Evil trio, Adam, Ozpin, and Ironwood. Im open for what you want to see. Granted some of these are easier to do than others, and i cant guarantee they will all be fantastic. But i can guarantee that i will try my best to get some tidbits in for everyone. Leave a review and let me know what else i can do better, and as usual have a good week.**


	12. Chapter 12: A Breach of the Heart

Chapter 12: A Breach of the Heart

* * *

The next morning started off like most any other day would have at Beacon for Rex. He woke up, completed his hygiene for the day, dressed himself, and had a simple breakfast of coffee and fruit. The only difference in this day was he was eager to get through the morning quiet, so he could finally reconvene with his team and show then that he was, well, not dead. In the middle of his morning meditation however, he heard sirens going off in the city,

He looked up from his calming state, quickly pinpointing the sound to mainly the southeast quadrant of the city. He groaned. "That's where their mission was supposed to take place… did things go haywire again?" he muttered to himself as he got up.

He reattached his blades under his sleeves and cloak, dusting the slightly tattered dark cloak off a bit as he got up. He checked over his person one last time and swore to himself. Not much in the way of dust, just a few vials of burn dust were all he had on him. Oh well guess it would have to do. He took off to the Beacon air docks in a full sprint.

When he arrived there however, he noticed that only one bullhead was around and preparing for takeoff. He sprinted over to it, shouting for it to stop. Thankfully it seemed to him that his shouts were heard over the engines, as the rapidly rising ramp suddenly stopped, and descended once again, allowing him to quickly hop on before the ramp rose once more and snapped shut behind him.

"Whew, that was a close one, thanks for stopping to let me on-" He cut himself off as he turned around, dusting himself off. He was staring face to face with Team JNPR, and their mentor Sanguine.

They mutually stared at each other for a minute, him in surprise, and them in shock.

"Ummm, what?" Nora looked at him quizzically.

"I... we thought you were dead." Sanguine muttered in surprise.

"How… how did you survive… Blake seemed pretty convinced you were gone…" Jaune of all people questioned.

Ren was silent, having only two eyebrows raised far higher than Rex had ever seen them lifted, and Pyrrha was unusually quiet, seeming to be trying to process who had just hopped aboard their bullhead.

Rex awkwardly rubbed the back of his neck. "Well, to answer your question Jaune... I kind of was, but I caught a second break. I was found by Atlas, and they patched me up… thought I guess just patched up would be a bit of an understatement." He gave a halfhearted grin. "I kind of was out of action for more than a week, and had to get rehabilitated for another, I only just got back late last night, I haven't even gotten to see anyone except Ozpin since I arrived." He half lied, not wanting to give away everything at once.

"Interesting. And just how did you managed to survive what most surely was a harrowing and lethal experience?" Sanguine asked.

"Well, truth be told I really shouldn't have survived. But when you fight the person I did, you never expect a second chance if you make a mistake anyways. Thankfully he got sloppy and didn't properly kill me off, I managed to hang onto the last vestiges of life just long enough for Atlas to stumble upon me and repair me to a drastic degree." He tapped his eye a bit as he said this, the glass making a faint clink, which resulted in a small gasp from Pyrrha.

"That's... that's _terrible_!" Pyrrha cried out. "I've never seen someone have to sacrifice a piece of their humanity like that in order to survive."

"Yes well, given my options this is the least of my problems now. I don't much like it either, but I'll take a bit of glass and metal over difficulty in combat any day." Rex responded.

"If you don't mind me asking." Ren finally spoke up. "Who was it that you were fighting that left you in such a dire state?"

"Well, more white fang then I could count, and one of their higher-ups. The notorious Adam Taurus. Not my first time fighting him, but this time he got the better of me." Rex responded quietly.

"Hmm, I see." Ren responded, seeming content with the answer but also falling into thought.

Rex opted to ignore any further questioning, remembering the urgency of the situation, thankfully the bullhead had been flying into Vale the entire time. "Alright, we can chat about everything later, one thing I need to get out of the way is what is happening? The sirens sound like the ones they save specifically for Grimm warnings, is the city under attack?"

"No idea." Jaune responded. "I redirected the bullhead to the city to figure out what was going on. Seemed more important than the village patrol we were supposed to head to today."

"I approve, good split decision making. Now, let's pop open these doors and see what we can see…" Rex hit a button near the side hatch of the bullhead, letting it slide open and revealing the morning sunlit city passing by below them. He could see smoke pluming up less than a kilometer away from them, on the very far southeast quadrant of the city. "Well, looks like we have a bit of a breach on our hands. And from the looks of it, its going to get out of hand fast. Ill tell you what. Ill hop out here and stop any Grimm trying to make their way further into the city, and reconvene with you all at the source of that smoke if at all possible. You all get there ASAP and see what's going on, with any luck my Team is at the source of this and already working to mitigate the damage. Oh and do me a favor, don't tell them I'm alive if you would, I'd like to have the honor of revealing that to them myself."

"Of course. We can do that." Jaune affirmed. "But… how are you going to get down there without forcing us to stop and delay longer?" he asked.

"Simple, I have a full supply of aura, and a few extra add-ons now, I just jump." Rex replied with a smirk. And before any further questions or objections could be made, he hopped out of the side of the bullhead, entering free fall for 100 meters or so, before digging his quickly extended blades into the wall of a building next to him to slow his fall, still having a hard impact on the concrete below and going into a roll to mitigate the damage to himself. He winced a bit even still. "Ok, maybe not going to do that so much in the future" He muttered to himself as he recovered, shaking the shock from his system. Even with his augments, aura, and slightly slowed descent, that impact packed a wallop. He dusted himself off quickly with one hand, extending his other blade shortly after, and took off to engage the first of the Grimm that were already rounding the corner, time to really get back into the swing of things.

* * *

The five of them watched him jump out of the bullhead and land below, with varying levels of shock on their faces, well, shock on all of them but hers. Nora thought that looked amusing, like something she would do, but she couldn't just let him one up her like that right out of the gate, she had to even the score, and the bullhead was nearing the smoking ruin that was becoming more clear to be a blown open tunnel underneath the wall of Vale.

She could see a whole slew of Grimm at the epicenter of it all, surrounding what she could just barely make out to be their sister team RWBY, surrounded by Grimm. A massive King Taijitu exploded out from the recently formed hole in the ground, looking down menacingly on the 4 girls on the ground. This was her chance, she _had_ to do this. The bullhead finally turned just enough for her to have a clear shot at the giant black serpent, and she whipped out Magnihild from her back and extended to hammer form with lightning speed. She could feel her semblance pumping through her body, the excitement in her muscles building. She gave a sly grin that Ren next to her immediately knew was the sign of something crazy, backing away slightly.

"Let's do this!" She shouted, immediately jumping out of the bullhead and firing off 2 rounds from her hammer, throwing it under her to accelerate herself. A moment later, she came rocketing in at the Taijitu, throwing her hammer over her head and slamming down onto the beast with enough force to smash the concrete underneath its head when she forced it into the ground. The force of the blow counteracted any downward force she had from the fall however, and instead of hitting the ground behind it, she froze in the air for the moment, a small shockwave emitting from the impact zone as the great serpent was instantly killed. It slowly began to evaporate as its second half emerged from the hole, furious. It screeched at her, but she just grinned back at the beast, even as other Grimm began flowing out of the hole behind it. This was going to be a fun day.

She quickly back stepped to avoid the Taijitu's head crashing down on her, the fangs finding only concrete. She quickly slammed her hammer horizontally across it's mouth, knocking it to the side in a craze and shattering both of its upper fangs. Quickly switching her weapon back to a grenade launcher, she blasted several rounds into the horde of enemies set before her, watching them explode and evaporate in a matter of seconds. She frowned as her weapon clicked, she had to reload already? But there was just so many more Grimm to kill, she didn't want to have to stop to reload. She gave a small groan and opened her grenade launcher up, stocking it with more and more grenades. While she was doing this the rest of her team finally arrived to help back her and their sister team up. They quickly fanned out, Jaune being left to his lonesome quickly as Ren, Pyrrha, and Sanguine all picked up targets immediately and chased after them. Pyrrha seemed to stay close to Jaune however, keeping herself on the defensive instead of going after larger groups of enemies. She shrugged, more for her, she thought.

It didn't take long for more enemies to rush her, she and Ren teamed up after he took a few out himself. They began to work in tandem, just like they had used to thousands of times before, she laid down a barrage of grenades as Ren rushed forward, using the explosions as cover to close the gap. As the smoke cleared, several Grimm were still standing in front of him, and even more still emerging from the hole in all directions. Ren gave a quick burst of fire from Stormflower, before he made several diagonal strikes through a few Beowolves and Creeps that strayed too close. She came running up behind him as he ducked down, a large wave of Grimm trying to collapse on him. She used him as a springboard, projecting herself several meters in the air, "Hammer SMASH!" She yelled as she came slamming back down to earth, blasting all the Grimm away from them, the concrete underneath cracking and twisting under the force. Thankfully Ren knew exactly what she was going to do, and had quickstepped backwards and put up a small aura barrier to protect himself from the concussive blast.

He gave a swift nod to her, before he took off to engage some more Grimm, Nora followed right behind him. "Wait for me! You can't just take them all!" She shouted after him.

He just gave a calm smirk back to her and he jumped into the fray once again, hacking and slashing into the ranks of Grimm that kept emerging from the hole. Nora was happy that she was going to get to have a _lot_ of fun today.

* * *

The minutes seemed to stretch on for hours. Blake had been fighting since they had exploded through the ground and into the streets of downtown Vale. Not the best finish they had ever had to a mission, but also far from the worst, at least this time everyone was alive… She winced a bit at that, and had a small misstep in her form that forced her to jump away from a swiping Beowolf, instead of punishing for the lengthy windup the beast had given the swing.

'Don't think about that right no Belladonna, do what he would want you to do, and stop thinking about it. Be more aggressive, punish every mistake, don't try and go for absolute safety all the time or you will never learn your limits.' She thought to herself. She lunged back at the beast, easily lopping its head off with a quick slash across the exposed neck of the beast. She received no time to rest however, as several Beowolves and an Ursai made to try and surround and enclose her. Maybe it was time to try out something new, test her limits and employ some new strategies.

She clicked the pistol on Gambol Shroud, letting the rounds switch from standard to a burn charge. She slid it out of the cartridge and held it in her hand as they closed in around her. She shut the pistol back, gripping it tightly, and letting them get far closer around her then she ever would have let them before. At the last second, before they struck, she jumped high in the air, leaving a flaming dust clone when she was previously. When the Grimm came mindlessly crashing down onto it, the clone exploded in a fireball, engulfing all of the Grimm in the immediate area and forcing others to back away in fear. Now was her time to strike.

While still in the air, she unleashed a volley of flame charged rounds from Gambol Shroud. The Grimm cowered in fear as fire seemed to rain down on them from the sky, only stopping when she landed on top of one of them, sinking her blade deep in its back, and slashing across the back of the same Ursa that she was standing on. Yanking the blade out quickly while her enemy was still stunned, she hopped from Beowolf to Ursa, to Boarbatusk. Any Grimm that was in her way she cut through before they had a chance to react. "Don't give them a chance to strike and they can't harm you… that's what he always said, and this is what he would do now." She muttered to herself quietly. She stabbed another Beowolf in the face, and slashes another deeply across the chest, not even waiting for them to fall as she moved on to her next victim.

She sank her blades into a particularly large Beowolf, hopping off it's back and dusting herself off as it evaporated in front of her. He heard some clicking behind her however, and when she whirled around, she was faced with a Deathstalker almost as large as the one that all of team JNPR had worked together to take down during initiation. She was partially gripped with fear, she had no idea how to take it down by herself. She couldn't pierce its armor and she didn't have anything like Nora's hammer that had enough force to stun it, nor did she have a good way to get at its stinger unless… she would have to bait out it's attack to get onto it, then figure out a way to latch on without getting thrown off by the wild thrashing that was sure to follow. She really wished she had a partner for this. But a quick survey around informed her that the rest of her team was busy dealing with an Ursa Major, JNPR and their mentor, as well as Sun and Neptune were busy trying to contain the horde at the epicenter of the breach. Several other teams were arriving, including Velvet's team, and some of the teachers, hell even Mercury and Emerald, the foreign students from Haven were there. But if she didn't keep this Deathstalker from running free it would surely move to the others and the defense would begin to crumble before it was fully contained.

She took a deep breath and stepped forward, she had to at least try. She teased it, just out of the reach of its pincers, gaining only a few swipes at her for her attempts to get close. She couldn't seem to bait out the tail swing. It only took her a minute more, but the constant dodging and evasion tactics, while familiar to her, felt like an eternity because she had no way of countering to end the fight. Finally, she got into a position far enough away from the swing of its claws, but close enough to not make the massive scorpion move forward. It swung the tail down, impaling itself into a clone of herself and into the concrete below, getting stuck for a moment. This was just enough time for her to latch onto the stinger as the beast pulled it back out of the ground. She nearly got thrown off in the first few seconds, as it quickly realized it pulled more back up with the stinger than it intended. She wrapped the ribbon on the end of Gambol around the bottom of the stinger, just below the joint between the stinger and tail. She then began hacking away at it, over, and over, and over again. The beast's resurging thrashing with each successful swing made the next that much harder, but she powered on.

Eventually her efforts were rewarded, and the stinger finally lopped itself off, and cracked and impaled itself into the beast. However, while it pierced the armour, it wasn't a deep enough plunge to kill the beast immediately, instead the beast went into a deadly rage of screeching and thrashing. Her ribbon no longer had a large bulb to keep herself steady, and slipped off the tail in a matter of seconds, she was sent crashing into a nearby wall, dazed and hurting. The Deathstalker, thrashed about, drawing the attention of Sun and Yang.

"Blake!" They shouted in unison, Yang abandoning the rapidly falling Ursa Major, and Sun leaving his position at the Breach. The two of them put themselves in the way of the thrashing Deathstalker, Yang and Sun working quickly to put the thrashing beast down, Sun boosting Yang over the wild claws and allowing her to deliver a finishing blow onto the stinger, plunging it deep enough into the head of the scorpion to make its thrashing finally cease. She hopped down from the rapidly disintegrating carcass and rushed over to her teammate, were Sun was already crouched down, checking on her.

"Blake, are you alright?" Sun's hazy hand waved in front of her vision. She was dazed. She didn't think anything was broken. Nothing felt like it was broken. After a moment her aura managed to kick in, righting her vision and snapping her back to her alerted state once again. She got up carefully, with the help of both of them.

"That was really impressive that you managed to take on that Deathstalker by yourself, Im even more amazed that cats really do seem to have nine lives. That hit into the wall looked like it hurt!" Yang joked slightly.

She wanted to groan, that this wasn't the time for jokes, but really this was an excellent time to try and lighten the mood somewhat, but they still had a job to do, and even though she was still slightly jarred, she would have to ignore it and keep going…until she finally looked into the sky, and saw a massive ship slowly floating over the Breach sight, Atlesian Knights swarming down in droves. They were already rapidly clearing the streets of remaining Grimm, and Glynda made a very audible crack with her riding crop, forcing the shattered concrete back over the breach, and sealing it away.

Everyone seemed to breath out a massive sigh of relief in unison. It was over, finally. All their effort was worth their while. She finally was able to relax; this day had been more then she could have ever expected from their mission.

* * *

The four members of team RWBY stood looking out over the city of Vale, the sunset casting long shadows over some parts, and leaving others in a golden hue.

"Well, I'd say that's a job well done team!" Ruby said cheerily.

" _That_ is such an understatement and you know it." Weiss retorted.

"I mean, we still don't know why the White Fang were in those tunnels… or why they had such an insane plan in the first place." Blake said.

"Yeah, but we stopped them, and we've put Torchwick behind bars. I would say that's a pretty good nail in the coffin right there." Yang said.

Ahh Torchwick, it felt good to deliver that kick to his face on the train. It felt even better to Blake that his crime spree was over.

"And look on the bright side, I think this proves that we are more than ready for the tournament in a week's time." Weiss said.

"True, and, if he were here… I think Rex would be proud of us for what we managed to accomplish today." Blake said somewhat sadly.

"Yeah, we did learn a lot from him…" Ruby trailed off. "But that's not the important thing, the important thing is that we aren't putting his work to waste! We can only get better from here, and we can prove that by winning the tournament!" She piped up, cheery once more.

"Yeah!" Yang said in ascent. "…After we sleep. Today was tiring," She gave a yawn as she said this.

"Yes, please" Weiss said.

"Agreed." Blake murmured.

Ruby's scroll suddenly vibrated, and she pulled it out quickly reading the message. "Looks like we can't sleep quite yet team, Ozpin wants to talk to us. He says its urgent."

The four of them just sighed, and trudged their way to Ozpin's office, their rest would have to wait.

* * *

Ozpin looked at them expectantly as the four of them entered his office. Blake was too tired to try and read his facial features, a simple smile was all she could make out, she did her best to look attentive however. An elbow to the side would surely come from Weiss if anyone was slouching when talking with Ozpin.

"It's good to see you four this evening." Ozpin began. "Now, normally I would give a formal debriefing from a mission as interesting and hectic as yours turned out to be, but I can see the bags forming under your eyes and after a day of fighting you all just want to go to bed, don't you?"

The four of them nodded in affirmation, sleep was on all of their minds at the moment.

"Well I can't just ignore it outright because I do have some things I need to tell you, first excellent work. While it was shaky in terms of the actual mission in the end, Bartholomew has already given me a full report of the mission, and I will say you all more than exceeded expectations." Ozpin continued.

"We had… a great teacher." Weiss said quietly. "We are just trying to show that his sacrifice was not in vain."

"And indeed you are doing an admirable job of showing it. I have no doubt you all will be top contenders for the Vytal Festival Tournament with skill such as yours. And that brings me to my other topic for the evening. Your mentor. I know you may not like it, but there must be mentors assigned to all teams for the tournament. As such we have found a… suitable replacement." Ozpin said.

The elevator opened quietly behind them, were it not for her Faunus hearing, Blake wouldn't have even known it had opened at all, nor would she have heard the furtive clicking of boots lightly treading on the glass floor behind them. Blake's eyes widened, those heel clicks sounded dangerously familiar to her. They weren't the clicks of high heels or combat boots, those were old fashioned leather boots, she knew it just by the sound. She didn't want to believe it; she knew only one person in all of Beacon who wore boots of that type.

"And if you will turn around, you may meet him." Ozpin said with a smile.

Blake, as well as the other three members of her team, snapped around with lightning speed. Dark leather boots, black combat pants, navy shirt hidden behind a tattered black backed and white inside cloak. His hair was shorter than before, only the top had any real length to it. He had a small smile on his face, the only thing that set her off was the long scar down the right side of his face, from his chin to above his eye. His steel grey eyes looked a slight bit bluer than before. She wanted to scream, cry, yell at him all at the same time.

"Evening girls. I'm… I'm back." He said as calmly as he could, but Blake could detect a hint of nervousness in his voice.

Ruby was the first to react, speeding over to him and latching onto him like a leech. "You're alive!" she squealed.

Rex seemed surprised at the attack by the youngest member of the team, managing to free one hand from her death-grip and ruffle her hair lightly. "Good to see you too Ruby." He said happily.

Yang and Weiss both hesitantly walked towards him. "Your alive… but… how?" Weiss asked.

"Long story short, Atlas salvaged my dying body and fixed me up." Rex said quietly. "Ive been out of it for the past two weeks."

"I see, and… let me guess, in typical Atlas fashion, you weren't allowed to contact us, were you?" Yang asked.

Rex nodded. "Until yesterday, I didn't even have a scroll, and even then it was locked out of most all functions." He said sadly. "Believe me, if I could have you all would've been the first to know I was alive and kicking. I just wish I could've been there sooner. Unfortunately, I showed up at the breach after most everyone had packed out, only a handful of people and soldiers were there when I had finished cleaning out the city of any spare Grimm. I'm sorry it had to come to playing with your hearts. I hope you can forgive me for that."

Rex looked up from the three in front of him, and Blake realized he was staring at her now. She had yet to move, or do anything really, since she had turned around. "And Blake, what about you, can you forgive me? It must have hurt you the worst." Rex said quietly. Ruby finally slipped off of Rex's arm, sitting on the floor. Her other three teammates and Rex silently watched her as she slowly walked over to them. He heels clicked on the glass with each step, until she came to a stop in from of him. She stood there, looking into his eyes. She could make out the glassy robotic look of the one with the scar through it, and wanted to know more, but that would best be saved for somewhere else. He looked far older just looking back at her, like he had aged several years in two weeks.

She had a thousand different answers to give him for how she felt right now, ranging from livid to overjoyed. She could only think of one way to answer him that would cover both adequately. She slapped him across the face, leaving a red mark where she hit on his right cheek. "Don't ever do this to me again… but I forgive you." Tears welled up in her eyes, and she hugged him immediately after.

"I promise; I won't ever let this happen again." Rex responded, embracing her back.

Ruby stood back up next to Weiss and Yang. "Uuuuh, is it getting awkward yet?"

Yang looked around for a clock, eventually realizing the massive one in Ozpin's office existed. "3..2..1.. Ok now it's getting awkward." She mumbled, before turning to a sneer. "And I am _so_ going to use this against Blake."

"Oh come on, let her have this Yang, she's been working harder than any of us." Weiss retorted.

Yang sighed. "Yeah, your right… but I'm still totally keeping this on the backburner."

"I guess it can't be helped" Weiss muttered.

Blake could hear the entire conversation but couldn't care less. She was just happy things were looking up again. And maybe tonight she could get some answers on the many questions she had.

* * *

Rex sat in the rooftop that night, as he usually did. Contemplating the day's events like he usually did. Today was a good day, he had helped protect the city, gotten himself situated back in Beacon, and been finally reunited with his team, albeit that slap Blake had given him had smarted, but he probably deserved that when he really thought about it.

He was surprised when a familiar face came and sat next to him, her furtive approach unheard by him until she was extremely close. "Oh, hey Blake. I figured you would be passed out by now after everything that happened today." He said quietly, looking at her as she sat down.

She looked beautiful in the pale moonlight. Her skin reflecting the faint glow, and her eyes holding a small image of the moon in each iris. She was in her yukata, having seemed to come up here without bothering to change. Her hair blew gently to the side in the night wind.

"Can't sleep. I had too many questions, and I know where you hang out every night, so naturally I just wandered up here… And… I brought you something." She held his satchel up, passing it to him.

"Oh, wow thank you!" He said setting it in front of him and sifting through his things quietly, checking to make sure everything was there. "Im amazed you kept everything. I kind of figured it would get lost and forgotten on the wayside if worse came to worse.

She locked eyes with I'm when he looked up. "Never. I would never throw that away, or anything in it. Especially not after going through it."

"Ah, so you did look through it… You went through everything, didn't you?" He asked.

"Yes, I did. I didn't want to, but my curiosity got the better of me in the end." Blake said quietly. "I'm sorry if you didn't want me to do that."

"No no. I was honestly hoping you would. This is rightfully your things should I ever have to part ways with it. You were only doing what was best, and from the piecemeal of videos I was given to sum up what happened today, as well as all the training data I looked over, you have more than put it to good use. I'm proud of you for that." He said.

He could make out a faint blush form on her cheeks from his praise. "I only did what I would have thought you wanted me to do. And in the end it paid off."

"Speaking of which…" he pulled out a little blue notebook, the same one she had looked through a week prior. "You looked through everything, how much of this did you end up reading through."

"Every single page, some multiple times." Blake replied evenly.

"I see, so that means you read my personal thoughts on the four of you, didn't you?" He asked.

She blushed again. "Yes, I did. And that's something that's been bugging me a bit ever since. I never expected for you to have those feelings for me. I had just never really considered it before. Then I read it and your words were so sincere and caring… I didn't really know how to react at first."

"Ah. I see. I understand Blake, don't worry about it." He said, downplaying it pre-emptively.

"Wait. Im not finished." She said. He looked up at her in surprise. Tilting his head slightly.

"I didn't know how to react at first." She said. "But knowing that you cared that much for me gave me the drive to get back on my feet and actually do something again. To be honest, I had thought that love just wasn't something for me. I never felt much for Adam after he changed for the worse, and Sun never felt like he cared as much for me on a deeper level so much as a superficial one. At least, he doesn't seem to on the same level you do. And, I think because of that, I've always gravitated towards you whenever I needed guidance, help or really anything I wasn't sure about." She sighed. "Oh dammit I went off on a tangent… what I mean to say is this: I want to give you the chance. You are the only person I think I could ever truly love. It will be hard, but there's no one else I would rather give it a shot with. So please, give me the chance as well, I know im difficult at times too, but we have both been through far worse, and I think this will work." She gulped a bit at the end, nervous herself.

"Wow, that was my biggest fear, was that the feeling wasn't mutual in any way. Really the biggest problem was getting both of us to sit down and talk about it… I want this to happen Blake, nothing about your personality would ever dissuade me from trying. So, let's start now. Maybe keep it under wraps from everyone else if we can. We can reveal everything to them when we've worked through the kinks in the path, but I don't know that there will be many of those now. We've been through too much, both together and apart." He responded.

She smiled. "Right as always. Then starting right now," She leaned in close, her lips gently meeting his.

Rex was surprised at first, but leaned into the kiss, her lips warm and soft. After a minute She pulled back, a small smile on her face. "Right now, we try and make this work as one, instead of two paths close together." She said.

"Agreed." He replied. "And I look forward to every minute of it."

She scooted close to him, leaning on his shoulder and interlacing their fingers. Behind them, a certain blonde had also been awake, and had snuck up behind Blake not long after. She gave a quiet fist pump in victory as she watched them kiss, before furtively going back down to their dorm, making sure not to disturb anything along the way that would alert them to her presence.

Neither of them ever noticed her, trapped in their own little bubble, content for once to just be in one another's presence, and letting their other cares and worries drift away for a short time, as they watched the moon rise over Beacon tower.

* * *

 **A/N: Hello everyone once again. I really enjoyed writing this chapter, as this is the real beginning of the actual Romance planned in this. Granted there is still a _lot_ of story to go mind you. This will not be finished for a while, as i intend for this story to expand long after the events of Volume three. Speaking of which, on that account, With the announcement date of Volume 4, besides the outfits, i wont be changing or adjusting anything about my planned story unless it fits conveniently into my story somehow. So after Volume 3, all canon events that come with the release fo Volume 4 in the fall (this story will still be in progress when it releases) will not occur in this story. Just getting that out of the way. Beyond that once again leave a review on what you liked, what you hope to see, any more Points of View i could to from any characters, as well as what i could do better. I made some _very_ subtle hints as to future villains i have created for this story in this and the previous chapter. if you can figure out who or what then good on you , let me know if you think you got it. Other than that, have a great week everyone!**


	13. Chapter 13: The Calm Before the Storm

Chapter 13: The Calm Before the Storm

* * *

Her breathing was masked only by the clash of blades and the explosions of dust, the colors lighting up the training arena like a dance floor. Red, yellow, blue, green, all being emitted from holes in the walls, floors, and ceilings. Blake could only rest for a second before another beam of concentrated dust forced her to keep moving again, locking blades with her assailant while having to keep focused on not getting taken down by the deadly multicolored light show going on around her.

These tests were tough, but she learned more from these then any other test she had taken her entire life. "Keep going Blake! You're doing great!" A slightly tired Ruby shouted from the sidelines, outside of the arena.

She gritted her teeth, knowing that was more for encouragement rather than a compliment. Rex had been hard on them in the past week, wanting to make sure each one of them was in top condition for the Vytal Festival Tournament. While she would agree, this training was nothing short of intensely brutal. Thankfully for her, after she held out as long as she could, they would be done for the day, and finally get some rest before the tournament in a few days.

Another few slashes were thrown her way, and she had to use her semblance to avoid the strikes. Two more lasers shot out from the wall, forcing her to tumble forward…and right into her opponent's reach. The katars lashed out, and she was barely able to block the strikes with Gambol, before the force of the blows sent her sprawling. She laid there in a daze for a moment, the lasers shutting off as the arena shut down. She could just see a darkened figure approaching her, kneeling down over her face. "Hey, you gonna be alright there?" Rex asked, his face finally coming into her vision.

Her breathing was heavy from the intense activity, but slowly returning to normal. With his help, she sat back up. "Just… give me a few minutes… I'll be alright… how long was I able to go for before losing this time?" She grumbled.

"1:38 was your time, much better and longer than before. You all are getting better." Rex stood back up, offering her a hand. "Come on, you are all done for the day. I think you will all show up amazingly at the tournament."

She took his hand, getting hoisted up quickly. She steadied herself, still slightly disoriented from her fall. "Maybe go a bit lighter next time? I think I need to sit down for a few minutes." She responded, still finding herself.

"Of course, I should remember that you all haven't had as much training as me, and that you will be fighting hunters in training that won't have all of this thrown at you. I just want to make sure you are ready for more than you should have to face alone. So when the time comes you can focus on protecting others then just surviving." He responded, looking down slightly and taking a breather himself. After a moment of silence, he looked up to the three girls sitting in the stands. "Were finished for the day girls, you are all free to do as you wish until the tournament in a few days. I'm proud of all of you." He shouted up to them. "I'll hang back and make sure Blake gets going again."

"Of course sir, thank you." Weiss said formally, standing and walking out of the area stands. Ruby and Yang followed a moment later, the latter with a smirk on her face that Blake couldn't quite place why it was there.

She walked over to a nearby bench just outside the arena, slumping down for a minute. Rex sat next to her. "You gonna be alright there, you sure you don't need anything?" He asked her.

"Some water would be nice, but I can get that when we get food in the cafeteria." She replied. "I just need a breather, you pushed me harder than usual today is all."

"I-I understand that, and im sorry. I push you a bit harder than the others because I know you have the drive to get stronger, and it shows. You have improved faster than the others, and you have the skill to back that up. There's a reason you can go longer than the others in those multi threat simulations that I run with you. You are just far more improved than the other girls. It's not that I think you need more improvement, or anything like that, if that's what you're thinking. I just want to help, and I'm sorry if my method of doing so seems a bit harsh at times." He said quietly.

"No, don't be sorry. It's what I want, I made it clear to go a little lighter next time, and you agreed. I still want you to press me to my limits, but I don't want to feel hopelessly lost when doing so. You know so much more than all of us do, and we can't help but look up to you for pushing us the way that you do. All I ask is you give us a breather every once in a while, and now, we have it. That's all I could want. You do more for us then anyone ever should have to, thank you." She looked around for a moment. No one seemed to be in the immediate vicinity, and she gave him a quick peck on the cheek. "Now it's my turn to tell you something. Go ahead and take a breather yourself, maybe just take a walk or lie down. There's always tomorrow, and you don't have to be trying to get things ready for everyone every waking minute of the day. You need a rest yourself, away from all of us. I'll see you at dinner, I'm just going to be a few minutes then I'll be on my way, alright?"

He sighed. "Alright, if that's what you want. I'll try and follow through." He stood up, dusting himself off. "I'll see you in a bit. Hopefully after I get some of that rest." He stood there for a moment, thinking, before finally turning around wordlessly, and walking off.

Blake couldn't say she was surprised at his response, but It was necessary. She was a little upset her small sign of affection seemed to only have minimal effect on him, a meager smile for her efforts. But, she also knew him well enough to know that the only reason he said nothing of it was out of concern that he had messed up, even though he couldn't be more wrong. She meant every word she said, he has done so much for them and never felt like it was enough. Even after days of training, she could see the tied look in his eyes, like he was losing sleep. Maybe it was just stress, or his attempts to keep up with everything that he insisted he carry the burdens of scheduling and the like for them, or maybe it was something else. She made a mental note to ask him about it later.

She was about to get up and leave, feeling a lot better after taking a short rest, when she was approached suddenly. A guy sat down next to her looking slightly tired as well. She could tell immediately from the grey hair and the cocky smirk that always seemed to grace his face that Mercury, one of the Haven kids, had just plopped down beside her.

"Hey." He said in a bored manner. "Just finish up training too?"

"Yeah. It was difficult as usual, but I'm getting better." She responded.

"What does your mentor put you guys through that all four of you seem absolutely exhausted every day after practicing.?" Mercury asked, seeming to perk up a slight bit. "I mean, it seems to be working, your ranks in combat classes have been jumping quite a bit lately, what does he do to get you guys motivated to train that hard?"

"Well, truth be told, he goes extremely hard on us when it comes to training. He punishes us for each mistake against him, so we end up learning to not let mistakes happen so we don't get punished for it. It's extremely grueling, especially when he ends up adding in more and more factors to consider in a fight. He expects a lot from us, and while it feels awful at the time, we couldn't be more thankful later when we get the results to prove that his methods are working." She said tiredly, resting her head against the wall.

"Hmp. Sounds like he's putting you guys through the wringer. I'm… actually impressed for once." He said seriously for once. "Truth be told there aren't many here that are willing to push everyone to their limit. Even in Haven most everyone only does what's necessary to get by. That is until the Vytal Festival rolls around. Then suddenly everyone is so focused on improving that it's too late. They will train for hours a day trying to catch up and prepare for the event, then when its over, most of them will go back to the same monotony that they were in before, like the wonderful hunters that they are." He said sarcastically. "But you all, especially you, seem to be different. You look like a group more interested in getting better than just getting by. Even by tournament season standards your training sounds strenuous. I like that, I was beginning to think this competition would be a cake walk, but it seems I might have some competition after all." He gave her a smirk, that while serious, also hinted as genuine intrigue.

"Well, thank you. I suppose." She started off awkwardly. "I really am trying my best. There's more to this than just the tournament, or even protecting people when we graduate. I'm driven every day to try and do better than the day before, and my teammates and mentor won't let me stop until we are all masters at what we do."

"Ah, and there it is, the little piece that is what separates you from most of the rest here. You have a drive, something to wake you up every morning. A lot of the other kids coming to these schools don't have that. They are just here because this is 'their dream' or because they have a tradition to uphold, or just because they are here because they don't think they would fit in anywhere else. They have a reason to be here, but they aren't really working towards anything. Which, I have to ask, what is it that drives you? Why are you so much more determined than the rest.?" Mercury asked, seeming to show interest in what she had to say.

"I…I don't know if I could tell you that. It's not exactly something I like keeping public." She responded quietly, trying to stem this conversation before it blew up in her face like it usually did when people not in her direct circle of friends asked about her personal life.

Mercury seemed to wince a bit, his smirk turning to a frown for a moment. "Hey hey, don't worry about it, you don't have to share anything deep and personal, I was just wondering what change you want to make that drives you harder than a lot of the kids that seem to get into this place. Nothing too big and earthshaking, Ok?"

"I, ah… of course. I just… I get a bit defensive sometimes, sorry. What drives me is my want to have peace for once, all this infighting between the kingdoms and the White Fang seems so pointless sometimes. Now it's not just one side being wrong, everyone has gone into the wrong and I just can't stand it." She was satisfied with that response, it gave very little away, and she figured that would more than satisfy the boy's question.

"Hmm, I see." He put a gloved hand up to her chin, scratching it and thinking for a minute. "You certainly have big aspirations. It's a shame that it's such a big one it will take more than one girl and her friends to achieve it, but I wish you the best of luck." He said simply.

"Thank you. I know it's not the simplest of tasks, but it's something to commit every day to." She said quietly. "Now if you will excuse me, I need to go and meet back up with my team for dinner."

"Ah. See ya around I guess." Mercury said with a shrug, not seeming surprised at all with her abrupt conclusion.

Blake just nodded to him and got up, running off a moment later.

* * *

Mercury got up and walked off a few minutes later, feeling angry with himself. He had nearly botched that conversation badly, this was why he did the fighting and the manipulation was Emeralds thing, shame Emerald had too much stuff on her plate at once to be able to focus in on the faunus girl. He managed to recover it well enough however, He got her to talk, even if it was in general terms.

He thought to himself as he walked out of the training arena building and off towards his dorm. So he now knew that Blake was driven by her desire to stop the fighting between the White Fang and the kingdoms. Interesting, not surprising, but interesting. She doesn't seem as attached to them as he would have thought from the time spent with them documented in her file. She obviously left on very bad terms, and if it was a betrayal of Taurus himself, she was probably pretty high up on the Fang's shit list too, perfect. He would have to make note of the fact that she got very defensive when it came to revealing anything about her past… and based on the bow and her reaction, her heritage. A shame she had to go down with the rest of them, he actually liked the girl to an extent. She was smart, or at least, smarter than most of the others, and she worked far harder than anyone else, even him and Emerald when it came to practicing. Maybe, just maybe… hmmm that would be an interesting prospect, he would have to pitch it to Cinder after giving his formal report.

She seems like the type that if given the right push, could change hands, and even if not, she was still a far stronger pawn for Cinder to push around than most of the others, especially if they were going to get that damn mentor of her's out of the way. Seriously, he thought only Cinder could scare him, but after watching him in combat a few times while he was training those four, and the times where he came in to 'help' the students practice against a stronger opponent, he was more than scared of that cloaked man. Never mind how hard it was to get him away from that team, or single Blake out from him. They seemed to go almost everywhere together when they could. And that made its damn difficult for him to approach the secret Faunus girl without raising the suspicions of that guy.

He stopped walking for a minute, resting in the shade of a nearby tree while he thought to himself some more.

Yes, the two do seem pretty close don't they, and he seemed to have left pretty begrudgingly after talking with her, like he wanted to hang back with her but she wouldn't let him. Interesting, could… could they be an item? They certainly seemed the part, but when in public he had yet to see them make any displays of affection towards one another, unless… they were hiding it from the rest of her team. Yes, this would do nicely. They had to be hiding it, there was just no other explanation. And while that in and of itself wouldn't do too much to ease into Cinder's master plan, that certainly answers another part of why see seems so much more determined to practice more and harder than the rest. Those two push each other to their limits. Interesting indeed…

Mercury got up a minute later, his trademark smirk now returning. He had a lot to report to Cinder.

* * *

Blake stumbled back into their dorm room, not really paying attention as she dropped Gambol Shroud on her bed. She turned around to make for the door, only to find Yang standing there, the cocky smile from earlier still on her face. "Oh, hey Yang, must've missed you on the way in. I thought you would be with Ruby and Weiss in the cafeteria."

"Nah, decided to hang back. I had something I needed to talk to you about." Her smile turned more devious. She pushed Blake back a bit, shutting the door behind her. After making sure they wouldn't be disturbed, she turned back around with the same grin on her face. "So, how's Rex?" She asked casually.

Warning bells could be heard distantly in Blake's mind, but she wasn't going to break down that easily, she had some idea of what this was about, and she could only pray that she was wrong. "He's fine, I figured you would know that, he's your mentor too."

"Hmmm, true. However…" Yang walked closer to Blake, cutting off any form of escape. "Something tells me you are far closer with him at this very moment than any of the rest of us are, aren't you, kitty cat?"

Blake's eyes widened a bit. The alarms were going off in her head now. "I-I umm… well… we have been friends for a long time…"

"Oh don't try and play dumb with me Blake, I know what's going on between you and him. I followed you up to the roof last week. And let me say, it was well worth my time." Yang giggled. "You two are a thing now, aren't you?" She said far more as a statement than a question.

Blake mentally slapped herself, how could she be so careless to not even bother making sure her nosy teammate wasn't following her. Well, no use trying to cover it up now, time to face the music, and all the strings attached. She let out a long sigh. "Yes, we are. It never really became as close as it was until a few night ago… when you followed me to the roof."

"Oooh, scandalous. A girl and her mentor getting together, all alone on the roof at night. It sounds like it was torn out of a scene in one of those 'romance' novels that you read. That is if you can even call those just 'romance'." Yang joked, using air quotes to accentuate some of her words.

"Those books are romance! They aren't what you're implying! And we are doing _anything_ like that. We've barely been… dating, a week!" She retorted.

"Of course not Blake, I would figure you would be much more tactful than that. You know how to keep it down, I was more questioning if he can keep it in his pants. He's already pretty convincing in training and practice, just wondering aloud if he's as much of a smooth talker on a personal level as he is on a professional one. Either way, I'm _so hurt_ that you wouldn't tell me, and that you beat me to a boyfriend." She held her chest in mock pain.

Blake sighed. "He's not quite as good as he is on the professional level, but he was able to win me over, so that has to speak for something." She thought for a moment. "Truth be told, we are keeping it quiet mostly because we don't want people, especially Weiss, thinking that he is more interested in a relationship than training us. We don't want it to get in everyone's way, or have some awkward or bad reactions to it. Never mind that we are still trying to make sure this all will even work in the end." She said quietly, putting on her best pleading face.

"Of course, I can keep a secret. Yang Xiao Long would never leak a secret she kept for a friend!" She put on a confident smile again, crossing her arms and jutting a hip out to the side slightly. "Really I just couldn't help myself any longer. I think the two of you are cute, but I promise I won't go blabbing about it." She resigned.

"Pardon me if that tone of voice doesn't fill me with the utmost confidence…" Blake grumbled.

"Oh cheer up, I'm just joking around with you! I'm not going to screw over my partner. Now come on, the others are bound to be waiting for us in the cafeteria by now, and dark, metal and buff might be waiting for you as well." Yang teased.

"You are the worst." Blake said flatly. "But you're right, let's go. I'm starving after that last training session." Her stomach growled in confirmation. "…And I might need to eat more than usual."

"Atta girl!" Yang said cheerily.

"But remember! Say. Nothing." Blake quickly reiterated.

Yang made a zipping motion over her mouth. "Secret is safe, don't worry about it. I'll only talk about it when it's just the two of us, fair?"

Blake sighed. "I suppose that's the best I can ask for. Fair enough. Now let's go."

"I'm following you." Yang said. The two walked out, locking the door behind them.

* * *

Rex finally got the chance to return to his room for the day. He stepped down the hallway and headed towards his dorm. A light cough behind him made him stop short however, just in front of his door. He turned around, and a pale girl in black and white, a hint of red from her tie, and massive raven black hair extensions that spiraled down on either side of her head, was waiting behind him. "Oh hey Sanguine. Can I… help you?" He asked.

"Oh, I just had some questions that I never got to ask after the breach, what with all the crazy and pressing training that has been happening as of late." She said with a slight giggle.

"I see. Well, I still have to meet the team for dinner, but I suppose I have a few minutes before they are expecting me. What is it that you need?" He asked, leaning against his door now.

"Well, for one, how did you end up surviving against Adam Taurus, he is notorious for leaving no survivors after all." She looked at him quizzically.

"Hmm, well, truth be told he got sloppy. I _should_ have been killed, but he didn't off me right away after I finally fell, just a stab to the gut for a slow bleed. I would have died, but I lived just long enough for Atlas to find me, something I'm sure he wasn't expecting, nor was I." He said.

"Interesting indeed. And what all did Atlas do to you to keep you from passing shortly after finding you. You definitely seem different from before." Sanguine continued.

"As far as methods of keeping me alive while they did surgery? I couldn't even tell you what, didn't really care. I just wanted to know what they added to me. In which case, you can see the biggest one if you look closely enough." He pointed to his eye. "Not exactly what it used to be, but it has its perks."

"Ah, how intriguing, can it do anything else besides just standard sight? And did they give you anything else besides the eye?" She asked eagerly.

"Well, the eye can detect electronics and dust, as well as see in the dark. A bit disorienting at first, but you get used to it. As for other things… I can't really say anything of note beyond some metal bits to keep me pieced together." He lied easily.

"I see. A shame that you couldn't get anything else interesting out of your misfortune." She said.

Rex was feeling a bit uncomfortable about the direction this conversation was going. "Yeah, a shame. Now, Sanguine, if you will excuse me, I need to drop these things in my room and get back to my team, they will no doubt be wondering what's taking me so long."

"Oh I'm terribly sorry to have kept you." She gave a short bow. "Perhaps we can continue this conversation another time."

"Yeah… another time." He said awkwardly. "See you around Sanguine. And best of luck to your team in the tournament."

"To you as well. I expect you all to do wonderfully." Sanguine said, a certain edge to her voice that Rex couldn't quite place. He just nodded in response and stepped into his room, shutting the door behind him quickly.

Whew, that was far more awkward than he had hope that conversation would go. How would have to keep an eye on her, those questions were far more prying than he had liked. Thankfully he was able to get by with just relaying the same information over again, as he had to most everyone who had asked so far.

He walked over to his desk, dropping his satchel and gauntlets onto the dark mahogany. He walked over to his window and looked out briefly, getting a good view of Beacon tower. That's when his scroll vibrated in his pocket. He pulled it out quickly and read the message. Another one from Ozpin… needing to see him right away. Well, dinner with the girls would have to be foregone or delayed it seemed. He shot Ozpin a message confirming that he was on his way, and messaged Blake that he had to talk to Ozpin, and was likely going to be running extremely late.

A shame, he was looking forward to a relaxing evening, but looks like that was going to have to be put on hold till, later. Blake would understand, she always did. He put his scroll back in his pocket and peeked through the eyehole in his door, making sure Sanguine was in fact gone. When he affirmed as such, he stepped out and made towards Beacon tower.

* * *

Rex stood in the elevator, making the long climb up to the very top floor. What could this be about, that it had to be talked about right this moment? His answer would come soon enough no doubt, as he stepped out onto the glass floor upon reaching the top. He was met be not only Ozpin, by Goodwitch and Ironwood as well… this was certainly going to be interesting.

"Ah good, Rex, you are here." Ozpin started off. "The three of us, as well as some of our compatriots in the other academies and outside of Vale, have something very important we need to talk to you about."

"I see… what is so important that I needed to come right away? I mean it seems fairly urgent if the three of you are gathered, but what is it that you aren't telling me yet?" Rex asked.

Ironwood stepped forward. "Perceptive as always, and down to business. Tell me, have you heard of the tale of the four Maidens?"

"Of course, who hasn't?" He responded.

"What if we were to tell you they were real? That they aren't just a legend, and that they possess power far greater than any simple semblance." Ironwood asked again.

"I… would be quite amazed. I would need to see some form of proof of course… but I assume that's what you are about to get at, aren't you?" Rex said.

"Indeed." Ozpin stepped forward, Glynda following. "And one such Maiden was attacked, she is in critical health, and with the appearance of those crystals in the Fang, and the approaching of the Vytal tournament, we figured it was time you knew. Time that you were offered a place in our order that is dead-set on protecting Remnant from the evils it doesn't even know exist. As well as protecting its Maidens, and preventing their power from falling into the wrong hands."

"I… wow. Excuse me if that's a lot of information to process at once. This sounds… far deeper than what I was expecting." Rex said. "I'm not against it. But I need to know what I'm working with and against here."

"What you are working with." Ironwood stated. "Is us, and all of our allies that have sworn to protect the maidens, and the kingdoms of Remnant. We have access to a lot of things others couldn't hope to see. Anything you need, given the time we can get it for you if it helps you in assisting us. As for what you're against…"

"Many things that many people know nothing about, on top of what they do know about. Some of these things we can show you, or give you some discernable information on, others are just too complex for even us to fathom at the moment. One thing we can show you however, is the thing of utmost importance to us that lies on Beacon grounds. Should our enemies try anything, all of us should be coming to the defense of it." Ozpin walked past Rex, and to the elevator. "if you will follow me, I will give you some of the evidence that will confirm we are not lying in what we have to say." He hit several buttons after stepping into the elevator, and an additional button appeared in the wall behind Ozpin. "if you will all follow me." He stated.

Rex walked back to the elevator, stepping in, and followed closely by Ironwood and Glynda. Ozpin hit the new button on the back wall and he heard something in the elevator shift, before the doors shut and they began their descent. Everyone was dead silent; Rex could feel his nerves working at him a bit. This definitely was a new experience for him.

A few moments later, the elevator hit the bottom of the track, slowly opening. As the four of them stepped out and began walking, dim lights turned on in the icy cold grand hall around him. Green marble lined the floor, and great pillars rose up around him on the walls. He could see some kind of machine at the end of the… hallway? Room? It was some mix in between the two. When they finally made the long walk up to it, Ozpin stopped and turned around. "As you can see, this place isn't exactly on any maps of the school. Welcome to the vault. Meet Amber, the Fall Maiden." He put a hand out, directing Rex towards a pod on the left of the massive mess of wiring and tubes.

He carefully approached it, peering into the pod, which was leaned back somewhat. Inside he saw a dark skinned girl, covered only by a white bra and pants. Her face looked to be scarred heavily, but it didn't look like anything he had ever seen before. She seemed completely still. "Is she…?"

"Dead? No. But she is unstable, and we have done our best to keep her as stable as we could. If she was dead, her power would have fully passed on already. The landscape of Remnant might be very different right now if that was the case. Part of her power was stolen you see, were it not for one of our agents stopping the deed midway through, she would in fact have died, and her power passed into the wrong hands. As it stands however, she only has a piece of what she had before. And we can't let the one who took it come back to claim the last of her prize, like she no doubt wants to do. This is where I will ask you Rex, are you prepared to lay down your life to defend her? To defend Remnant? If so, we could use all the assistance we can get, you are a very valuable asset to us, far superior to most your age."

Rex thought for a moment. It was difficult for him, having to make a split second decision this important. He wanted to say no, to live his life as he had before, as if it wasn't busy enough as it was. But then again, who was he to turn this down? To protect Remnant was to protect his team, their wellbeing, and above all, Blake. If he could do that to any degree by doing this, he should take it in a heartbeat. He knew what he had to do. "I will do whatever is necessary to see this goal achieved. Be it here, or somewhere else. You have my word in that."

"Excellent. I knew we could count on you. Now your assistance won't be required right away. We will tell you when the time comes, assuming it won't be obvious already. We don't know what the next few weeks hold, the Vytal Festival is a prime time for our enemies to make a move, but we will stand vigilant. You are of course, dismissed. We will follow you up shortly, after we have made sure Amber remains stable.

Rex gave a slight bow, nodding his head. "Of course sir, I will take my leave then. Thank you, for allowing me into your inner circle as it were, I will not let you down."

"I expect as much." Ozpin said in reply, going over to a console near the pod and began typing into it.

Rex turned quickly, and made a beeline over to the elevator. He rode it up to the first floor and left the building. He had a lot to think about, and this would no doubt make things far more interesting, and stressful, for him in the next few days, never mind he was having trouble sleeping as it was…

* * *

Winter Schnee was not someone to be flustered or nervous easily. But having to go back down this pipeline gave her the chills. Thankfully she was able to force it down well enough, keeping a calm and orderly tone of voice as she spoke to Ironwood over her scroll. "Yes, I'm on my way down to the viewing platform now…Yes, you will have an update on the latest probes and tests on the object…I should be there with the updates in a few days… of course sir, I'll have them run more tests while I'm gone…we will get in contact with Mistral proper about what else we can do about this when we can, ill have a full report on your desk as soon as I can… of course. See you at the Festival. Winter, out."

She gave a small sigh of relief as she stepped out of the pipeline, approaching a console in front of a massive steel bulb. The black tile floor seeming to absorb most of the light in the room. She pressed a button on the console, and the room dimmed even more. The steel bulb pulled back in layers, slowly revealing the glass that it had been covering. Winter's ear's popped a bit as they finished adjusting to the pressure. Being down several hundred meters in Mistral bay tended to have that effect on someone.

She couldn't care less however, a little pressure and popping was nothing compared to the show set before her when the last of the steel moved away. Tons of lights attached to fixtures on the platform she stood on, as well as dozens of underwater vessels, divers, and other platforms, lit up the sea floor. They were all trained on to one point, and that was Winter's cause of concern, as well as much thought. Deep below the depths of Mistral Bay, Atlas and Mistral had uncovered something that they had been monitoring for months now. A massive, hulking figure rested at the bottom of the bay, and Inky Black that seemed to absorb the light around it. Her heart dropped just looking at it. Its form wasn't very definite from what they could gather, only that it was massive, aquatic, and Grimm.

It seemed to emit negative energy just being near it, like a conduit for the stuff. Their one saving grace was that it seemed to be… dormant. However, that was what worried her most. They had named this Grimm, as it was too big for them to hope to kill with their meager resources down below, only able to pull samples from the black mass that they had come to call Oceanus. The unsettling thing for winter was this was just one of three that they had found. And if this much negative energy could be given off by just one of them while it was dormant, she dreaded the day when all three rose up and showed Remnant their full power.

* * *

 **A/N: Hey everyone, sorry this is a bit late from my usual Thursday upload. Well, technically only 3 hours late, but late nonetheless. I've ended up finishing this at 2:30 in the morning, so pardon any spelling or grammar errors that might be contained in this one. This chapter also might have seemed boring from a fighting standpoint, but hopefully the character interactions and the teasing of things to come can make up for that. This chapter is largely important setup for later, and likely the next one or two will be as well. I also plan on speeding through the Vytal Festival relatively quickly, only planning on devoting 5-6 more chapters to it. But beyond that. I'm hoping to have a new fic that will be released in tandem with this one, but updated less often. Be on the look out for that in the next few days. I also want to thank you guys for some suggestions you've made, I read every review and take them all into consideration. If i don't use an Idea, its not necessarily that it don't like it, but more likely that i determined it didn't make sense for the story or the situation. Beyond that as always, leave a review about what i can do to improve, and have a great week.**


	14. Chapter 14: Nightmares

Chapter 14. Nightmares

* * *

The sky was a blood red mist, penetrated only by the light of the shattered moon in the distance. The light glittered down on Rex, who had come to rest on a throne of deep purple crystals. The battle raged below, Atlas, Vale, and Mistrali forces seemed to be trying desperately to hold some form of battle lines against a massive horde of Grimm. Huntsmen and huntresses alike were strewn about the ranks, trying to keep the lines shored up with their strength. They would hold, but only for so long, their resolve weakening with every wave of vicious black abominations that crashed against their ranks. Soon enough the mist ended up blotting out the scene, leaving their fate to the imagination.

Before him, Rex looked out upon them as their image faded into the mist, the valley below completely cut off from his rest on high. He would celebrate his victory soon enough, his eyes burning with a pitch black fire, veins of red running down his cheeks as he looked over the fading scene, grinning. Soon, all would be his... or would die fighting against him. A noise behind him caught his attention.

His throne turned itself to face the disturbance, and when he looked up to see what was awaiting him, all he saw was his fallen team. The sisters rested quietly, holding hands as they set in their eternal slumber, matching wounds pierced through their abdomens, as the older blonde thought she could tank the blow for her younger sibling, only to find that the katars dug far deeper than she could have imagined. The shriek that she had made was music to his ears, reinforced further by the cries of the younger as she too had fallen to the same blade. Their very essence seeming to have been eaten by the midnight metal.

The Schnee also lay not far from her comrades, Myrtenaster gripped loosely at her side. She would rejoin her family in the heavens, just like her father and sister before her. Their defilement of the earth was finally at an end, and she laid in death as gracefully as she had been in life.

His attentions finally turn to that which had caused him to turn around in the first place, the last of the four was stirring, holding the wound in her side as she struggled to rise. Her black bow was long forgotten, and her outfit in tatters. She looked pained as she rose, using Gambol Shroud for support, she seemed to have tears in her eyes as she looked up at him. "W-why… why do this…? We were so close, and after all the hardships… I thought you were above this…" She coughed hoarsely, drops of blood intermixed with her saliva.

Rex rose slowly from his throne, treading towards Blake slowly. "Because dear, now that the old ruler of this realm has been overthrown, I control everything. The darkness inside me showed me what I could _truly_ become, and I am all the better for it." Something in his voice was off. Like it wasn't him speaking, his voice was that of three combined into one. "And now that I will ascend my throne… I need a queen." He stopped just in front of Blake, as she struggled to rise fully. Grabbing her by the neck, he raised her up, her weapon falling out of her loose grip. She brought her hands to his, struggling against him. His eyes flared, the dark fire burning out of them. His right arm moved to her abdomen, pressing his fist gently against her exposed midriff. The katar slowly unsheathed itself, as it did, the dark fire seemed to envelope the blade. It slowly pierced the skin, sinking into her flesh.

Blake let out an ear piercing scream that could be heard in the valley below, the quiet sounds of a waning battle suddenly ground to a halt. After a moment of screaming, Blake fell silent. "And I think you make the perfect candidate, what do you think Blake?" Blake's head was slouched down against his grip, she seemed listless. Rex retracted the katar from her abdomen, a visceral sliding of metal being pulled from flesh could be heard, but the wound did not bleed when it was removed. Instead, it rapidly shut. Her aura, once purple, now tainted with an inky black as well, mended the wound. She finally came to, opening her eyes and looking at him. Instead of Amber orbs however, a burning black fire swelled from both eyes. She smirked at him. "I think that I would be the perfect match."

"NO!" Rex sat up in a cold sweat, breathing hard. Looking around, everything was as it should have been. His room looked like it always had been, no one was dying, or screaming or crying for help. He breathed a sigh of relief, sliding out from his bed and walking over to his mirror. He looked like a wreck, granted his clock showed it was just past five in the morning. He showered and dressed in his usual combat attire. Might as well get ready for the day, he would have to go without another full night's rest, this damn reoccurring dream keeping him from sleep once again.

He thought he might take a walk around Beacon, he had a few hours to kill before the tournament started anyways, and even then. His team was up first, and he wouldn't be fighting till far later in the day. "Time to try and forget about this damn dream, before this curse eats me alive…." He muttered.

* * *

He sat on the shuttle up to Amenity Coliseum, thinking about his nightmare once again. He didn't even notice the presence of Team JNPR until he was stepping off of the bullhead alongside them. "Ah, hey guys. Come to watch RWBY get put to the test today?"

"Of course!" Jaune replied to him as the 6 of them walked along. "We are fighting soon enough after them anyways, and we have no doubt they will win, they were trained by you after all."

He gave a tired smile. "Thanks for the vote of confidence. I suppose time will tell if what I taught them means anything." He said quietly in response.

They all frowned at him. "Are you feeling alright, Mister Rex?" Pyrrha asked him, looking concerned. "You look sick."

"I… I've just been having trouble sleeping is all, I'll be alright." He said unconvincingly.

Their frowns persisted, but they seemed to shy away from the topic for now. Ren's eyes narrowed however, as they entered the coliseum.

The massive stadium was already packed with people, thankfully hunter teams and competitors had seats reserved in the very front, closest to the action, and they made their way down to an open row of seats. There had to be thousands of people packed into the coliseum, and they just kept flooding in by the minute. Rays of sunlight shined down onto the grey battlefield, where eight figures stood waiting. Team's RWBY and ABRN. It wouldn't be long before the fight would begin, he could already hear Port and Oobleck running over the schedule for the day as he took a seat. "We have several fights lined up for the day, starting with the two teams in front of you, Team RWBY of Beacon, and Team ABRN of Haven. This match is supposed to be a close one, but I wouldn't doubt that both teams have some tricks up their sleeves to turn this matchup on their heads!" Port shouted boisterously over the speakers.

Rex smirked at that. If all went well, this fight wouldn't even be close.

The arena markers began to spin, finally settling on Fire for one side, and Ice for another. Well, at least Weiss would have plenty to work with, but that ice was going to be an interesting hazard for the others to deal with. Let's see if they learned enough about thinking on their feet from him.

As the fight started, and Port began explaining the bracket, Ren tapped him on the shoulder. "Excuse me for a moment if I may." He said calmly.

"Ah, of course, what is it Ren?" He asked.

"I was just wondering, what is it that had you so distressed that you are losing sleep over. It couldn't possibly be the tournament would it? I would think you have more confidence in your team than that."

Rex sighed. "You read me too well Ren." He said quietly so the others couldn't hear. He kept watching the fight as he continued. "I… have been having trouble sleeping because… of a nightmare."

"Interesting…If I may ask, what is the contents of this nightmare, if it's been occurring some many times and has bothered you so much?" Ren questioned.

Rex watched Ruby miss an easy swipe on one of the members of ABRN, allowing him to hop over both her and run past Weiss with ease. He winced slightly, he knew she was smarter than that, he would have to make note of that for later. He turned towards Ren. "It's… not something I will tell just anyone the details of fully. All I will say is that every time, I'm some place that I've never seen before, and… my power controls me more than I control it. Leaving me to end the life of every one of my teammates… its… not something I find any joy in viewing every night." He said with a slight shudder. He hadn't even told Ren the half of it but it still shook him to his core.

"I see… that sounds… terrible. Shaking. How many times have you had this dream… and when did it start?" Ren asked.

Rex's attention was occupied for the moment, watching the fight. He silently fist pumped as he watched Blake eject Reese Chloris from the ring, dropping her aura to red in the process. "Atta girl! Nice use of your surroundings." He turned back to Ren. "Sorry trying to do my usual to take my mind off of this, at the same time talk to you about it. And… to be honest, almost every night since the breach."

"Not a problem." Ren thought about his response for a moment. "Interesting. That's not something I considered. I can't say I have an idea as to why that would trigger something so… unusual."

"Neither do I. But you've helped me sort through this somewhat. That's more than I had before." He watched as a massive ball of ice, with two of the other students of ABRN inside, formed and began rolling across the battlefield. His eyebrows raised, and the fight caught Ren's attention as well. The last member of the opposing team smashed through it as it rolled into her, freeing her teammates. They didn't get long to recover however, as soon after, a massive slope of Ice was formed by Weiss, and Yang skated along it. Blake tossed her the end of her weapon, spinning her up and off the ramp, ejecting her and sending her flying with a screaming punch right into the recovering trio. They flew out of the arena, aura levels dropped to null.

They had done that setup with such speed and confidence. Rex couldn't help but jump up in admiration as the rest of the crowd in the stadium shot up in applause when the buzzer rang, signaling the fight was over. He was proud of them. Beyond a few mistakes, they had improved vastly, finishing off the team without losing a single member, and without letting any of their auras drop below 50%.

"And in smashing fashion, Team RWBY is the victor!" Port shouted over the mic.

The girls did a small cheer in celebration, coming together for a group hug in the middle of the arena. Rex watched on, as they waved to the crowd around the arena. When they saw their sister team and him. They stopped for a moment, directing their waves specifically at their little patch of friends in the crowd. They made their way out of the arena soon after.

Nora hopped up a moment later. "Let's go congratulate them!" She shouted.

"But Nora, you all have your fight soon!" Sanguine said in protest.

"Oh come on, that's still a half hour away, we have more than enough time to go greet and chat for a while before we need to be back." Jaune said. "We'll be fiiiiine."

"If you say so..." Sanguine grumbled in defeat, seeing as there was no way to convince them otherwise.

* * *

The shuttle ride back down to the fairgrounds was a fast one. Despite how tired Rex felt, he couldn't help but feel an overwhelming sense of pride that his team performed so well in their first round of the tournament. When they landed, he, JNPR, and Sanguine made their way through the fairgrounds, searching for the girls. It didn't take long to find them however. The four of them were sitting at a noodle shop in the middle of the grounds. Weiss seemed to be in distress, and Blake even more-so, slumped over the counter as if she was going to die, looking defeated.

"My card has never been declined before…" he heard Weiss mutter angrily as they approached.

Card declined, Weiss upset, noodles sitting away… tuna and noodles pulled far away from Blake, now he was connecting the dots. He reached into his satchel, pulling out his wallet. Thank god he got paid by Ozpin just a few days ago. Near him, Pyrrha seemed to be ready to speak up, but he stopped her before she could. "I'll cover this one Pyrrha. Treat them somehow after that performance."

"O-oh. Alright, if you say so." She said, putting her own wallet away.

With the others close behind he stepped up to the counter next to the girls. "I believe I can help with that problem."

"REX!" Ruby shouted excessively loud. The others following up. It didn't take much for the four of them to all hop up and send him to the ground in a group hug.

"Gah! Easy girls! I'm just as happy as you are!" He said, laughing. They finally piled off of him, Yang hoisting him up with one good yank. He dusted himself off, handing some lien to the now waiting shop keep. "I'm paying for all ten." He said, getting his change back soon after. The bowls were quickly distributed back, and the teams took their seats. They dug in soon after. He watched them all dig in as he slowly ate. He wasn't a big fan of Sanguine taking up a spot next to him, trying to avoid her as much as she could after the prying questions she had asked a few days prior, but he supposed it was balanced out well enough with Blake on his other side.

When everyone had finished, they all took varying positions of lazing around on the counter, digesting. He didn't finish his whole bowl, offering to whoever wanted the remainder. Of course everyone else declined, having been full themselves. Blake looked at him with some concern however, she could no doubt see the tired in his eyes. He just shut them and shook his head in a 'not right now' kind of way.

She quietly nodded back, truing her attention to her team and JNPR, who were now rushing to get up and ready after the announcement calling for them was made. "We're going to be late!" Pyrrha said.

"I told you!" Sanguine retorted, as the rest of them finally got up and readied themselves, Jaune still seeming to be trying to hold down his lunch.

"Good luck! We will be watching you!" Ruby shouted to them as they took off, heading towards the air docks to go back up to the coliseum.

"I suppose we should be off to follow them." Rex said, standing up and stretching.

"Indeed. We have better things to do than just sit here all day." Weiss said, rising as well. She still seemed a bit upset about not being able to pay.

"Chin up Weiss-cream, the day will get better! After JNPR fights we will get to see SSSN fight, and you can say hi to your hunk afterwards!" Yang teased.

"Oh shut it!... but that would be nice, yes." Weiss replied.

"Then let's go!" Yang exclaimed, trotting off towards the air docks, Ruby in tow, and Weiss right after.

Blake looked to make sure they were firmly out of view, before getting up and walking with him towards the air docks. She took his hand. "Are you ok, you look sickly, and tired." She asked, concern filling her voice.

"I... I've been having nightmares as of late. Ever since the breach and my rehabilitation. I don't know why. As for what they are about… I'll tell you about it later. It's not something I would like to talk about in the public eye any longer than I have to. Maybe tonight, our usual spot." Rex said tiredly.

"Are you sure you will be alright to fight in your own match today? That's coming up after the next two fights. Do you think you will be able to perform?" Blake looked at him, a worried expression on her face.

He chuckled a bit. "I appreciate the concern Blake, but you don't need to worry about me. I'll be good enough to fight, I'm just a bit tired is all. I promise ill explain it to you tonight, but you will have to wait till then, alright?"

She sighed. "Fine. But if it's really affecting you more, please, please, _please_ tell me if I can help. I don't like seeing you this way. It makes me feel helpless."

He squeezed her hand. "I promise. I won't let you down, now let's go watch some fights." He released her hand shortly afterwards, right as they arrived at the air docks. They met up with the rest of the team on the shuttle, and took off for the arena.

* * *

Mercury and Emerald walked away from the four victorious girls soon after giving them their 'congratulations'.

"So, how are the new 'Friends'" Merc asked her, putting air quotes around the term.

"Uuugh. I hate them." She retorted.

"Orders are orders." Mercury shrugged. "Did you at least get what we needed?"

"It's the Heiress and the bimbo, got it?" She snapped.

"Well, at least now we know what we're working with." He replied in kind, giving a smirk in reply.

"Speaking of which." Emerald began as they rounded a corner, this one fairly devoid of other people. "How is _your_ assignment going? You didn't just pitch that entire story and idea to Cinder just to not act on it did you? You actually seemed to convince her."

He clutched his chest. " _Actually_? Oh you hurt me with your words Em." He straightened up a moment later, catching back up to her as she walked away. "But seriously though, I thought I pitched that well, you have to give me credit for making the boss interested in this little potential alteration in the plans."

"Yes, I do I suppose, as much as you don't deserve it." She growled back. "But you still haven't answered my question, have you made progress on it?"

He groaned. "I have been working on it the past few days. The problem is I'm not the most fantastic people person to walk this planet. On top of that she is very protective of her inner circle of friends, and getting into that inner circle isn't exactly a cake walk. As far as she knows I'll be gone in a few weeks anyways when the tournament is supposed to finish up and everyone says their goodbyes. So she's keeping me at a distance. I'm doing my best to figure out her likes and such, maybe figure out some of her history. The problem with that is she keeps her background well hidden, and other than what we have on her, I'm just shooting in the dark here. Never mind its difficult enough to find her alone now. She seems to have gotten more sociable with her group of friends, and getting them away from her has been difficult enough. Never mind the fact that if her team isn't wither she's with her 'mentor', now when they are by themselves they are damn inseparable."

"Hmmm." Emerald stopped walking for a moment. "So she's not going to be so simple as to fall into your hands the normal way. Damn. She might have been useful, if nothing else to ensure Taurus sticks around, though I have a feeling he will regardless. Nevertheless, if possible we might be able to bring her into the fold by force, but that will also be difficult if she isn't alone. She won't be of much use to us here, the groundwork has already been laid, and we are just waiting. But in the aftermath, so long as she doesn't see either of us on the wrong end of things, I think we might be able to set a trap for her. No doubt she will try something in the aftermath, assuming Taurus doesn't find her. If he does, she won't be much used to anyone if she's left alive, if not, then we have someone else who can be of use to the next phase of the plans."

"That might work, but I'll try and keep up the pressure and see if I can get anywhere with this. For now, though, we should report back to the boss. We already have more than enough to work with." Mercury replied.

"Agreed. The next few days are going to give me a headache." She grumbled. "Speaking of which, where were we supposed to meet her again?"

"Coliseum. Why?" Merc asked.

"Because were going the completely opposite way." She grumbled back.

Mercury just shrugged. "Hey, we got plenty of time to spare, we can still make it back before the next fight starts, might even be able to pick up some popcorn on the way."

She rolled her eyes. "I swear you will be the death of me. Look, let's just go." She stormed off towards the air docks.

"What? Was it something I said?" He hurried after her, chuckling under his breath.

* * *

Rex sat watching the last four on four of the day, SSSN vs. NDGO. The fight was awkward to him from the start, Neptune immediately shooting past the opposing team and up to the cliff on the enemy side. He wasn't exactly against the idea, it was a tactic that could easily throw off more inexperienced teams, but the way he did it seemed to leave _everyone_ in the arena confused… until the enemy team finally broke first and opened fire on the boys. That's when everything turned into an absolute clown fiesta.

"Ummm, what's wrong with Neptune?" asked Ruby.

"Oh no… Neptune is… afraid of the water." Blake replied, face-palming.

Rex just put his head in his hands. Half of the battlefield was water… and they had a member afraid of the water. Fantastic. Well, let's see how those four did when one member had half the map to work with.

The match progressed as awkwardly for team SSSN as it had stated, Sage managed to last an entire 30 seconds before being knocked out of the ring by a sand twister produced by one of the girls. Thankfully Blake's friend Sun managed to respond in kind, easily downing one of the opposing members with several swift kicks and hits with his Bo staff across the body, dropping her aura to red in seconds.

Without their fourth team member in the mix however, things were becoming difficult for them fast. Scarlet got flung across the field in the same manner as Sage, thankfully he managed to grab on to something before flying all the way out, making a nice recovery on the top of the ship on watery side of the map. He was followed soon after however, getting into a duel with one of the other girls. He managed to knock her off however, yanking another girl up by the foot as he descended. He left her hanging there by a rope, but several knives hidden in her skirt came crashing down around him, missing him by scant millimeters.

On the other side of the battlefield, Neptune had finally gotten down and made himself somewhat useful, but now everyone but him was in or near the water, and just stood the with his back turned to it. While he was busy doing a whole lot of nothing for his team, Sun managed to dodge… some flaming coconuts that were reflected back at him. Unfortunately, Scarlet was not so lucky however. Taking one of them square in the face… and another right in the groin. He could hear the stadium collectively gasp, and he swore every guy in the stadium was clutching their groin after watching that happen, he knew he was. That was the all she wrote for Scarlet.

He could now hear shouting, seeming like it was coming from Sun, as he continued to dodge attacks. When he reached the shoreline the two boys seemed to get into a shouting match, which was promptly interrupted but Neptune shooting one of the girls out of the air as she tried to sneak attack Sun. The three girls finally regrouped in the water, having figured out that Neptune obviously had no plans of getting in to it. Rex groaned, this was essentially a one verses three, if Sun couldn't get Neptune to help him properly fight this trio.

Thankfully he didn't turn his eyes away, as Neptune tiptoed over to the water. He thought he might get in, but instead was mildly amused and impressed. Neptune had turned on the electrical components of his trident, and plunged it into the water. The current shocked all three girls, dropping their auras to null in a matter of seconds. It wasn't the way he would have done it, but he wouldn't lie, he was impressed enough to give them a clap as the buzzer sounded, indicating the match was over. The two boys began dancing in celebration, and he couldn't help but wince at Neptune's attempts to dance. Sun stopped for a moment, shooting a thumbs up in their direction. He wasn't sure why however, until Blake leaned over next to him and whispered in his ear. "He likes me, I'll explain it later." She grumbled. He raised his eyebrows and nodded in response, too tired to really care at the moment. He still had a match to win.

"That concludes the four on four rounds for the day. Up next with have the Mentor's tournament, Singles only!" Oobleck said over the speakers. "And first up: "Logan Rex of Beacon, verses Horatio Verum of Haven! Make your way down to the prepping areas at once gentlemen!"

Rex got up and moved towards the exit, seeing Ruby and Weiss suddenly run off after seeing a ship fly overhead. Hmm. Atlas colors. He shouldn't be surprised, but it looked far more… elegant than most Atlas ships did. He shrugged however, wasn't his concern at the moment. He still had a fight to win.

* * *

He sat in the preparation bay, waiting for the arena to be reset. Blake and Yang walked up to him a moment later. "Hey, you didn't give us the chance to wish you luck!" Blake said, as the two of them sat down next to him.

"Hmm, true, sorry I guess I was just a bit nervous. Haven't really had a good old fashioned duel since I kind of kicked the bucket." He gave a halfhearted grin.

Blake frowned for a moment. "Let's try to forget about that time. You've got this in the bag. And besides, instead of fighting a… psychopath, you will be fighting another mentor instead. You should do fine; you've fought much more difficult than this. I know you will do fine." She smiled a bit, trying to lighten the mood.

"Yeah! You're gonna kick this guy's butt easily! If your training has taught us anything about you, its that you know your stuff!" Yang reinforced, giving a fist pump.

"So just please, go out there and show them who's the better mentor. After all, you're the one who wanted us to dominate the tournament with all the training you gave us, let's make sure team RWBY claims both cups, ok?" Blake gave him a quick kiss on the cheek.

"Umm Blake?" He pointed to Yang.

"She already knows, and has been teasing me about it for weeks." She groaned.

"Awwww, you guys are so cute together! I don't know why you don't just up and tell everyone. The worst that happens is Weiss is upset for a few days!" Yang said teasingly.

Rex and Blake rolled their eyes in unison, clutching each other's hands.

"I mean seriously, it's not _that_ big of a deal." Yang continued. Before she could egg them on further, the intercom blared in the preparation area. "Logan Rex and Horatio Verum, report to your staging area's the fight will begin in 5 minutes!"

Yang and Blake stood up, giving him a wave as they ran off to go get seats for the fight. Rex stood up a moment later, popping his knuckles and stretching briefly. They were right, this would be easy. All he had to do was go out there and give it a whirl for the crowd, show them what a real fighter was made of.

As he stepped out into the arena however, it was a surreal feeling. The evening sky melded together at the top of the arena, reds, oranges, yellows, and fading blues all intertwining as the sun set. Thousands and thousands of people were looking down at him, cheering. The arena looked even more ridiculously large from where he was, walking out from the preparation bay and onto the arena field. He could see his opponent already out in the middle of the field, waiting.

He wore silvered armour from head to toe, a halberd in one hand and a massive Great-shield in the other. He wouldn't lie, were it not for his training, this man would prove to be quite the challenge, but he was already picking out weaknesses in his defenses, blind spots, armour chinks, areas of weak or low movement capabilities. For as many benefits as that armour provided, it also had its drawbacks.

He stopped several meters away, still near the center, and unsheathed his katars from his sleeves. He could hear the countdown begin, the arena would not have any environmental hazard or change this round. This would just be a good old fashioned duel.

He looked around the arena, his eye spotting the two girls, sitting next to SSSN and JNPR. They were cheering him on even harder than the rest. He put on a confident smile, the timer ticking down to zero. The two men charged each other, as the crowds energy swelled to a fever pitch, and the match began.

* * *

 **A/N: Hey all, this one was a little shorter than what i usually put out, not by much but just a bit. This was another one of those chapters where ti has a lot of setup for later, but i still think it turned out alright. If you liked this chapter, or are just discovering this story, go check out my other story that i just released this past weekend, RWBY Hunter. A brand new story of mine, that will be MUCH shorter than i entail this one to be. As it stands im really loving the planning stages of it and i think it will be just as good if not a little better than this story, but it will not be replacing this one as you can see. In any case, i hope you enjoyed, leave a review telling me your thoughts, what i could to better to improve my writing or the story, or just theories, ideas and the like that you may have. An have another great week.**


	15. Chapter 15: Leviathans

Chapter 15: Leviathans

* * *

Rex and Horace charged each other, halberd and katars meeting for an instant, before bouncing off of each other with the force of the impact. Rex recovered faster, going in for several jabs on the man's torso with his superior speed. He managed to get several of them to connect with chinks in the armour, Horace's aura dropping to 75% almost immediately. "Oh! And the first hit of the match has been made!" Port boomed over the loudspeaker.

Rex didn't give Horace a chance to recover however, charging at him again, and forcing him to raise his shield in defense, just what he wanted. His movements now hidden from Horace's view, he vanished just before making impact with the shield, leaving the man confused a moment later when no impact occurred. He looked to where Rex had been a moment prior in bewilderment.

That was when Rex struck, phantoming in back behind the man, in his own shadow. Rex took the opportunity of the man's confusion, catching him in the back with hit after hit after hit. His aura dropped dangerously low, sitting at 25% while Rex still had all of his. Rex was not expecting him to whip around as quickly as he did however, underestimating the man's turning speed with the massive greatshield. Said shield ended up catching him in the middle of one of his strikes, making him stumble back a moment, and forcing him to jump away from the man's wild slashes from his halberd.

"My word, Horace is finding it difficult to make any good hits on Rex!" Port shouted.

"Indeed. Rex is using his superior speed, and semblance, far to his advantage, making precision strikes in Horace's blind spots and weak points, and leaving the man with little to no ability to properly counter attack!" Oobleck rattled off immediately after.

Rex shook off the hit, while minor, it still agitated him that he let such a clumsy and obvious move get him. No matter, time to finish this fight off. The man was desperate now, willing to try almost anything to get in a proper strike on him. Maybe that was exactly what he needed to finish this fight with a bang. He rushed the man again, this time the man seemed to have, learned his lesson, not raising his shield in front of his face, acknowledging and respecting the slipperiness and speed of his opponent. But that was just what Rex wanted him to do. Instead of trying to plant his katars into the chinks of the man's armour, and likely get baited into losing control of his arms inside of the man's shield and weapon. Instead of leaving himself open to a counter attack, Rex made a sudden twist of his body, spinning rapidly in what looked like a death blossom of blades, hammering on the shield over and over and over. Horace's guard couldn't handle the repeated hits with his weakened and diminished state, and the shield was battered down, and to the side. The halberd hands' weak attempt to stop the storm of blades was fruitless as well, the large weapon clattering to the ground in front of him. The last few hits battered across the man's chest, sending his aura to less than 5%, and the match was over as he collapsed to the ground from the force of the blows. "And that's the match!" Port said over the loudspeaker, the crowd erupting soon after.

Rex stood there for a moment, breathing heavily. He looked up at the scoreboard, confirming what he already knew about his opponent's aura, and checking his own. 98% hmm almost perfect. He would have liked to keep that number in the triple digits, but he supposed that was far better than anyone could have hoped for. He looked down at the man in front of him, struggling to rise. He walked forward a few steps, offering the man a hand. He took it and hoisted him up. "God… you are something else… how did you move like that?" Horace asked breathlessly.

"I've had a lot of practice, being able to turn into a shadow helps as well." Rex responded coolly.

"I see… well. You certainly deserve the credit they give you… seeing it first hand, experiencing it. It was tough enough to track you, and even harder to hit you." Horace puffed out as he picked up his weapon and shield.

"I've been told. You did well, all things considered. You seemed to learn from your mistakes fast enough. Keep that up and you will certainly be a challenge for others." Rex responded.

"Yeah… but not this year. This spells the end of the road for me. I've got two years to work on my form. If you are ever in Mistral, and visit Haven academy, look me up. Me and my team would love pointers." He said breathlessly as the two began to walk off the arena platform.

"Possibly. Been meaning to go back for a while, not really had a chance to however. Maybe I will see some of you guys around if I do. Until then however, I still have a team to train. In which case, here comes two of them now. I should go greet them, see you later." Rex said, seeing Yang and Blake running towards him, through the preparation lobby.

"Yeah, see you." Horace trudged off, likely to get some rest.

Yang and Blake came sprinting up to him a moment later, stopping just short. "That was amazing!" Blake said eagerly.

"Yeah, you absolutely manhandled him!" Yang said, punching her fists together.

"Well, I have had a lot of practice. And besides. I had to show everyone you all got your skill from somewhere. Couldn't let anyone think that your victory today was a fluke, now could we?" He replied jokingly.

"Hey! We did more than alright, we did amazing!" Yang retorted.

"True. True. I'm just giving you guys a hard time. I hope you picked up a few more tricks from that bout though. Might prove useful to your next match." He said.

"Might have picked up a few things. We'll have to see if they are any good against our next opponents though." Yang said.

"Which will no doubt prove to be a good match, with the better teams moving forward." Blake said.

"Indeed. Now lets head back down. The matches should be finished for the day. Maybe we can find Ruby and Weiss and get some dinner." Rex said.

"That sounds great, I'm starving…" Blake grumbled as the three of them walked off.

* * *

The transport ship landed at the Beacon airdocks, and the trio stepped out into the evening Beacon sun. The slowly fading sunlight cast long shadows on the ground as they approached the central courtyard, where a small crowd was still gathered.

"Hey, whats going on up there?" Blake asked.

"Great question, let's go take a look." Rex replied.

The three of them strolled up to the scene, where Goodwitch was busy shouting at everyone to move along, and placing pieces of concrete back in place. Evidence enough that a fight had broken out here.

"What… happened here?" Yang asked, as the three of them approached the assistant headmistress.

"Oh, nothing much. Just Qrow and Winter Schnee, having a bout in the middle of the Beacon courtyard, destroying property, and causing a scene. The usual." Glynda said sarcastically, placing another piece of concrete back into place with her semblance.

"I see." Rex said blankly, looking over as several other pieces of the courtyard and surrounding rings that were utterly shattered.

"Oh, yes. I was also told that Ozpin wants you upstairs. If you will follow me." She finished putting the last of the courtyard back together. "However, I will ask that your two teammates not follow. There are some… sensitive things, being discussed."

"Ah, of course. I guess this is fairly important then, isn't it?" He asked, not necessarily wanting to go, and skip out on dinner, but he knew he wouldn't have much choice if it was important.

"It is _extremely_ important. This is not a meeting that you should miss. Now, come along." She chided, starting to walk off.

Rex sighed. "Alright girls, go find Weiss and Ruby and get dinner without me I guess. I'll try and get back as soon as I can, but I can't promise anything."

The two of them nodded. "See you!" They said in unison, heading off to find their other two teammates.

Rex sighed again, and ran off to catch up to Goodwitch. This had better be good; he was missing a relaxing evening for it after all.

* * *

The elevator hit the top floor, and Glynda marched right up to Qrow and Winter, immediately berating the both of them for their actions. Rex meandered in behind her, waiting for the craziness to calm down before he said anything. He casually strolled up behind the three, standing next to Ozpin and Ironwood. "Well, a merry little circle you have her Ozpin."

Ozpin chuckled a bit. "They don't hate each other, but their tensions do run high quite often with their very different ideas of how things should be proceeded."

"I can see." He watched the two snark at each other, until finally Glynda was able to butt into the conversation long enough to break it up.

"Seriously, who invited her?" Qrow questioned, backing off finally.

"I did." Ironwood said. "She brought with her what we will be discussing today. Or rather, learning more about."

Winter offhandedly gave him a confident smirk, strolling over to Ozpin's desk, and placing her scroll. Several files began to appear on the hologram projector, appearing in the middle of the room. Rex walked over next to Qrow while it finished loading. "Long time no see."

"I could say the same to you. Oz treating you well?" Qrow asked in return, offering a hand to him subtly.

"As well as he can I suppose, getting involved with all of this wasn't exactly what I expected. But after being dead once, I think I'm feeling pretty good right about now." Rex replied, taking the hand and giving a firm shake.

"I caught wind of that. You look pretty good for a dead man walking." Qrow chuckled to himself, pulling out a flask and taking a swig. "Want a shot?"

"I'll pass, thanks." The holograms finally took full form in front of them, and all in the room fell silent. Ironwood walked to the center of the room.

The hologram showed a massive black hulking mass, on the bottom of a seabed. Red lines pulsed regularly along the edges of the mass, and a massive boney plate covered a large portion of it. Several smaller plates branched off from the main one, surrounding what looked like two black spots on either side. The thing looked almost like a squid in shape, but no tentacles or tendrils could be seen in sight. Even though it was just a hologram, the room felt darker, like an angry air had set in. It sent a shiver down Rex's spine. All the light of the room seemed to gravitate towards the thing, and be sucked in.

"What is that thing…?" Rex said quietly, taking the enormity of the thing. From the scale that appeared next to it, the thing was at least hundreds of meters tall.

"This, is specimen 7. Codenamed: Oceanus. It is a creature of Grimm, massive in size and scope, sitting at the bottom of Mistral Bay. Both Atlas and Mistral have jointly been investigating and researching the beast. Currently, it is dormant, from what we can tell at least. It has not reacted in the slightest to any amount of probing and prodding, or samples taken from it. In fact, it regenerates pieces taken from it so fast after they are removed, planting anything inside its body must occur within seconds of removing the tissue. We have had as many successes as we have had failures." Ironwood said, a few indicated samples and devices now appearing as well in the holograms.

"But why would you need to put something into it?" Qrow asked.

"We have been using this thing as an opportunity to see how Grimm physiology works, to some extent that is. Because it regenerates so quickly, we can embed chips, probes, and other devices that mine data about how this particular Grimm works, and to a lesser extent we can apply this to other Grimm. While not a perfect science, it has proven extremely useful so far, and we have had several breakthroughs in figuring out how Grimm work. Yet it is still not enough. We do however know, that as more Grimm are killed off near it, the essence of them seems to evaporate like normal, but gravitates to it, and is absorbed by it. Seeing as we confirmed this suspicion by slaughtering several hundred Grimm around the lake and in the water, and watched a noticeable growth in the thing, we can assume this is how it grows and feeds. We also have slowed our kill rate of Grimm, not wanting to risk killing too many and it get even larger, or worse, wake up." Ironwood explained.

"Interesting, so this thing grows and feeds off of other slain Grimm? But… does it still work the same way as a regular Grimm then, attracted to negative emotion and the like?" Rex asked.

"We believe so, however unless it wakes up, we will have no idea. An idea I would rather not entertain. However, we are aware of a way the thing could be woken up. And that is with a massive burst of power. Something as strong as say… our fair maiden who is residing in the chamber far down beneath the school, might have enough power to reawaken this thing if she were to attempt to do so… or if someone else took said power and tried doing the same thing. If there is enough malice in their heart, they might have the ability to awaken it. And that would be a very bad outcome indeed. Now you see why defending this girl is paramount." Ironwood said.

"Hmmm, indeed. And this is the only one then?" Glynda asked, leaning on the desk, next to Ozpin.

Winter stepped forward, next to Ironwood. She tapped a few buttons on her scroll, and several more images and models appeared in the holograms. "Unfortunately no. We have found to others after scouting the other areas of Remnant very thoroughly, using the same methods and looking for the same signs that the first gave off." The two new specimens came into full view, similar to the first in size and shape. "These are specimens 8 and 9, respectively. Code named Hyperion, and Cronus. They are roughly the same size as Oceanus, but reside in different locations. Hyperion is located in the sands to the south of Vacuo, and Cronus in the far north, deep in the ice shelves of Mantle. They all have very similar physiology, the only differences seeming to be that Oceanus has some form of fins as well. Hyperion has claws that seem very capable of working through sand, and Cronus appears to have its body lined with spikes. All of these have the general shape of a squid like creature, their 'heads' are several hundred meters long. We have no clue as to how long their legs are, seeing as for all of them, they are buried under their respective element. Any questions?"

Rex looked over the holograms and their accompanying information carefully. They seemed to be adapted to their specific environments remarkably, almost like they were created specifically to be optimally able to destroy anything in their path in their respective environment. What concerned him was the fact that they hadn't awoken, none of them had. What was keeping them asleep, why did they not just awaken right now, and try and destroy as much as they could… it was almost like… they were waiting. "Have you tried destroying them, attacking them? Do we know of any weaknesses?" He suddenly spoke up.

"Unfortunately, all attempts to attack or weaken them have failed miserably." Winter said slightly bitterly. "Even some of our strongest ships have hardly put dents in them, at least when they were solo. We don't have the resources currently to gather all of our ships in one place, in order to see if a more focused fire would do more damage. That was how we originally discovered the regenerative properties of the beasts, however. That lead us to begin research to see if there was a way to apply such properties to people. Needless to say, our progress has been slow. For now, we just keep a capital ship on reserve at each site, in order to properly monitor the things, and the respective research camps at each."

"Interesting… I also noticed that each of these seems to be residing near a kingdom. But… Vale doesn't seem to have one near it. Is there a reason for that, or have you just not found it yet?" Rex continued.

Ozpin spoke up. "There is in fact, not one of these… creatures here, but there is something else, something we are fairly certain has to do with them. And we dread to find out what would happen if it was awakened. If you would allow me, General?"

"Of course." Ironwood and Winter stepped back, their holograms of information fading away. Ozpin placed his scroll on his desk, and several more images appeared. "Core scans of the surrounding area of Vale have indicated that there is another supermassive Grimm near Vale, in the mountains just east of Mountain Glenn. While we did not wish to risk disturbing it by digging it up, the scans were able to give us a basic physiology of the thing."

Several greyed images and models appeared, this time, of a massive wyvern. While considerably smaller than the leviathan's shown before it, it was still massive nonetheless, at least 200 meters in length. A dull crystal seemed to be embedded in its chest, and the webbed wings looked to stretch enormously out to each side.

"Now, obviously these models are just what we believe it to look like. However, they do paint a good picture of what it is supposed to look like. It is also dormant, thankfully. But should it awaken, who knows what it will be capable of." Ozpin said.

"Things never get to be simple do they?" Rex muttered quietly.

"Heh, if they were simple, we wouldn't need to be here right now." Qrow replied, slightly drunk.

"Alright, so let me get this straight, we have three supermassive Grimm that seem to just be hanging out, we are unsure of how to destroy them, or even if we _can_. We also have a dragon that is within several kilometers of Vale proper, we don't know when any of them will wake up, or what will cause them to wake up, and we know little to nothing as far as why they are where they are?" Rex said, stepping forward and crossing his arms.

"I do believe that sums it all up rather nicely." Glynda said.

"Fantastic." Rex said, slightly sarcastically.

"Hey, look on the bright side kid, they could all be awake and we could be dead. And all it would take would be a misstep with protecting Amber, so long as she lives with the other half of the Fall Maiden's power, these are on the back burner for danger." Qrow said, chuckling a bit.

"An interesting version of the bright side, but I suppose you are right." Rex grumbled, stepping back again.

"Now, if everyone is well informed, we can finish this meeting. We still have plenty more to worry about with the Vytal Festival resuming tomorrow." Ironwood said.

Ironwood looked at each person in turn, when no questions or objections were raised, he spoke: "Right then, that will be all for the day, I think it would be best if we didn't crowd Ozpin's office any longer."

Rex nodded, and headed for the elevator, as if he didn't have enough things to stress himself out about.

* * *

Cinder was poring over her scroll, bounties of information flashing before her eyes. Her virus had spread nicely, and she had access to virtually everything now. The plan was unfolding remarkably well, then again, she always had every angle covered. To top it off, her job was just getting easier and easier with each passing day. The tournament was going as she wanted it to. And while not everything had gone as she had planned it to, she could look past a few errors, especially when this way would be so much sweeter. Mercury and Emerald happened to enter right then, both looking exhausted from their day.

"Ah, having fun out there? You seem a bit tired there." She said casually.

"I hate trying to talk to people." Mercury grumbled, slumping down on a bed.

"Oh please, you only need to focus on one of them, I had to deal with all four…" Emerald retorted, sitting on the floor, against the wall.

"Well congratulations on being better in the 'you had it worse' category." Mercury said sarcastically, throwing both arms in the air. "I have to deal with the most reclusive and difficult to talk to one and try and connect with her on a far more personal level, when this isn't even my _forte_. I kick things, not try and talk to them about how they feel..."

"Quiet, the both of you." Cinder snapped, catching both of their attentions. "However you do bring up a good point Mercury. You have had a… difficult time with our favorite faunus, yes?"

"Something like that, yes…" Mercury mumbled.

"Hmmm. That will be fine. If all goes according to plan, she will either be dead, or scattered. In which case she will be _much_ more useful to us later on. I do encourage you to keep trying, but don't put it high on your priority list for now. We will save her usefulness for later, now that mentor of hers… he might be a problem." Cinder said, with a slight edge to her voice.

"What should we do about him?" Emerald asked.

"Nothing, we will do nothing. He has no idea who we are, none of them do. We will stay the course, and wait out our plan until the time comes. So long as no one does anything rash, we will have everything fall in to place. And I just got some new information that will make things even easier." Cinder said, smiling.

Mercury sighed. "Uuugh, I hate waiting…"

"Oh don't worry Mercury, you will get some reprieve tomorrow, were going to give the crowd a good show. Two in fact if our assistant and Emerald here make everything go as planned. In fact, our little problem mentor might be just what helps start the sparks of this plan, and put it into motion." On the screen of her tablet, she shifted the dials into place, locking in a fight between Mercury and Emerald, and Coco Adel and Yatsuhashi Daichi. She flipped to another panel, opening the mentor's singles event, and flipping a few dials. She locked into place Logan Rex, and his opponent, Sanguine Ludenburg. "Let's just say this is going to be an interesting day tomorrow." Cinder said, chuckling to herself.

* * *

Blake stepped out onto the rooftop, the sun had just set, and faint moonlight illuminated everything bright as day for her. She saw Rex, already sitting in his usual spot near the edge of the roof, looking out over the Beacon grounds. She snuck over to him, placing a hand on his shoulder and sitting down next to him. "Hey, what's been going on? You haven't been looking well the past few days."

Rex sighed, turning towards her, the tired in his eyes evident. "I've been having nightmares. Well, rather one nightmare that repeats itself every night. Normally I would think it's just a one off thing, something that I just can't get out of my head for whatever reason, but… it feels so real. And every time I wake up, I feel a burning sensation in my chest and in my eyes. It's like… it's like my body is fighting itself. I think it might be the corruption trying to fight its way back again. It seems determined to try and turn me into the monster that it wants me to become."

Blake placed her free hand in his, wrapping the other around both shoulders. "And what is this dream, what has you so scared of this? Please, I want to help."

"It… it has me sitting on a throne, made of crystal. It's located in a land that I have no knowledge of. But down below, I'm watching a battle. Tides of Grimm are slowly overpowering Atlesian and Mistrali soldiers, as well as our friends. And I'm just sitting there watching… smiling even. I can see the dark in my eyes, it's not me, but it is me at the same time. A me that lost the battle with this thing." Rex said slowly.

It off put Blake slightly, but she persisted further, there had to be more to this. "And what about the four of us. Where are we?"

Rex winced slightly, and his voice was solemn, heavy, like it pained him to speak. "The four of you… are dead, or dying. Slain… slain by my own hand. When I turn around you are the only one left alive… and… I do something to you… I think I corrupt you with the same curse that I have. All I can do is watch, as my body goes through every motion, I have no control. Hell, I can't even scream until I wake up a moment later."

Now there was what really bothered her. Something dark was stuck inside him she knew, but now she knew it was actively trying to make him fight against them. That was worrying, but at the same time, he needed support, as much as it made her tense to think about it. She had worried about far more before. Many others had tried to kill her, and they didn't have the control that he did. She leaned her head on his shoulder. "If there is anything I can do to try and help, please, just ask me. I'm here for you, I'm sure the others would be willing as well. You shouldn't keep us in the dark about this kind of stuff. Like you told me, if you keep it all bottled up and try and hide things, you are forced to live with them all by yourself. And that is the most awful thing to live with."

Rex chuckled slightly. "I always did feel calmer around you. I'll keep it in mind Blake, and I promise I will let you know when something I think might work comes up." He sat silent for a moment, before wrapping an arm around her waist. "Thank you for being around for me Blake. I don't know of many others who would put up with challenges like this."

"Well, you have put up with just as much from me. It's the least I could do to return the favor." Blake smiled a bit.

"Hmm fairly true. I suppose you are a handful yourself sometimes." Rex retorted, more cheerfully now.

"Oh please, like you had a problem with it." Blake chided

It was a good night, all things considered. Things seemed to be on the upturn for her for once. She finally felt like she could live a little, even if she still had more than enough on her plate. They sat there in silence for a while, before finally departing.

* * *

Rex sat in the stands, still tired. The past night, he had managed to get a little more sleep than normal, but the nightmare still persisted. Alongside him, both his team and team JNPR sat, awaiting the start of the match. "The randomization process is complete!" Port boomed over the loudspeakers. "Coco Adel and Yatsuhashi Daichi of Beacon, verses Emerald Sustrai and Mercury Black from Haven!"

The crowd roared in approval, and both teams made their way onto the arena floor. "3, 2, 1. Begin!" Ooobleck shouted over the loudspeaker.

Rex then tilted his head, watching the two Haven students back into the grass behind them. A moment later, Coco pulled out her minigun, mowing the grass down. However, neither student was in the grass. The two seemed confused, as did Rex. He sat up and focused properly, maybe this fight would have something interesting to it after all.

Not a second later, Mercury came careening out of the sky, landing on top of the two. He began fighting the two on one, delivering kicks every which way, staying inside both of their guards, and not letting either make any form of retaliation against him. Rex nodded in approval, a daunting task against these two opponents, but Mercury seemed to be executing it perfectly, even forcing Coco to retract her minigun. He jumped away a moment later, firing off two white rounds from his boots, and forcing both of the two Beacon students to either dodge or deflect them.

However, Rex saw through the guise, it was just a time buying strategy, he was throwing easy to dodge projectiles. That made his mind wander… where was the girl?

His attention was drawn back to Mercury however, who had used the opportunity to fire off more and more projectiles, spinning in a circle, and creating a vortex of them around him. "Wow…" he heard Ruby say in slight awe a few seats down from him.

He didn't get much time to react however, as the vortex came crashing down on the two students, disorienting them, and taking a massive chunk out of their aura. That was when the girl made her move. A chain wrapped around Coco's waist, and she was pulled away. Without his teammate at his side, Yatsuhashi didn't have as good of a chance against hi evidently superior skills of Mercury. However, he put up a decent fight in Rex's eyes. After a few retaliatory strikes from Mercury, Yatsu managed to toss him into the geyser fields, trying to bring a massive strike down on the boy. But, Mercury put both feet up and… blocked it? How? It barely even took a chunk of his aura out as well, sending Yatsuhashi into a geyser, and one last kick put him to null on his aura, he was out of the fight.

What were those boots made out of, Rex wondered? He focused in on Mercury, his robotic eye making a slight whirring, and switching to electrical scan mode. He frowned however. Too far out of range to get an accurate look at it, but he could make out a _lot_ of dust and electronics at the bottom of the legs, by the foot. He must have some serious tech in those boots.

He switched back to regular sight without paying much attention. He jumped a moment later though, when Coco hit the ground hard next to her defeated teammate, the match was finished.

"And with that upset victory Mercury and Emerald are victorious!" Port boomed.

Hardly an upset victory in Rex's eyes. You should never underestimate an opponent, and Mercury alone likely could have beaten the both of them. They were outclassed in every sense of the word. That was something he could respect about those two.

He didn't get a chance to chat however. "And for our last fight of the day, the randomization has elected Logan Rex and Sanguine Ludenburg in the mentors one on one!"

Rex and Sanguine peered at each other from the opposite ends of their teams. "So soon eh?" Rex smirked. "Well, I supposed we would have to fight each other at some point to claim first place."

"Indeed. I'm sure this will be a fantastic fight." Sanguine replied.

The two stood up, and went their separate ways. A few minutes later, Rex was walking out to the middle of the arena, the sun setting slowly behind him. The two came to a stop in the middle of the arena, and the platform raised. "Now please, don't go easy on my Sanguine, I was looking for a good fight."

"Oh don't worry, I'm far better than the pushover you fought last night." Sanguine said, raking a pair of wicked long crimson colored claws together, sending sparks flying.

"Heh, just how I would want this to happen." Rex muttered to himself. This was going to be the highlight of his night for sure, even if a bit unexpected.

"Let the first Semifinal match of the Mentors one on one, Begin!" Oobleck said over the loudspeaker, and the crowd erupted. The match had begun.

* * *

 **Ok, so i got randomly demotivated to write again, that is why this is so late comparatively to my other chapter to chapter uploads. However i believe ive gotten past that, and look to try and get back on track with this story. Thank you guys for leaving tons of reviews on the last chapter. One thing i will warn you of however, is not to key in on one aspect of the story too much, and forget that others are at work. I have taken all your suggestions into thought, and some i like, and others... while i might find it interesting or cool, wouldn't really make sense in the grand scheme of the story, or just feel like they might be too out of place, and no reason to use them or deviate from current canon events in volume 3. So it is likely most all of Volume 3 is going to play out similarly, with a few changes to the last few chapters. What those changes are you will just have to wait. I believe i only have 2-3 chapters of Volume 3 arc things left to cover, as far as how much ill be writing about it that is. The next chapters will cover a lot of things in a very short amount of time. As always, let me know what you think, what you like, and what i can improve on. And have a great week.**


	16. Chapter 16: Foul Play

Chapter 16: Foul Play

* * *

Rex looked at his opponent across the small arena platform. Sanguines face was twisted into a small smile. Now that he thought of it, he had never seen her train before, much less fight. From the looks of those wicked sharp claws however, she no doubt would be a fast opponent. The claws in question were almost as long as his katars, a slight range advantage, but this would get messy if he stayed close for too long. She had no foreseeable projectiles in immediate use, and a quick scan of her with his robotic eye revealed no guns of any sort. He only managed to detect some dust in the claws, and in some vials around her waist. However, not all of the vials were detected by his eye. Some of them remained as dark as before, leaving him to wonder just what she kept in them.

As he was quickly trying to analyze his opponent, the two of them were pacing a slow circle around the arena, keeping their eyes mostly locked on each other, or more specifically, the other's weapons. No doubt Sanguine was trying to run the same checklist in her head that he was, so he had to act fast if he wanted to keep as many advantages as he could. He gave a quick sigh, he didn't like rushing in blind, but that seemed to be the only way he was going to get a read on her in this fight. Katars unsheathed, he rushed her quickly, closing the gap in less than a few seconds.

He went for a quick swipe at the gut, which was met with an equally quick block from blood red claws, glistening at their edges with flawlessly clean steel. They held their blades together for a moment, locking eyes with each other. Sanguine smirked, her pale face saying nothing else. Both of them hopped back, after dashing their blades against each other again. It was nothing more than a test. He wanted to try and feel out what she was trying to do to win, and no doubt she was doing the same. Sanguine was far smarter than the other opponents he had faced, instead of forcing her style on him and letting him adapt to it like he normally did, she seemed to be trying to use his own strategy against him. Maybe it was time for a change of pace, enough with trying to flawlessly feel her out. He had an idea of what he could do, but he was going to have to get her to slip up for him to execute it.

Only thing to do was just try and get her to do such, and he rushed forward at her once again. In turn, Sanguine ran at him, claws bared. The two began slashing and hacking at each other, blades moving so fast the glints of sunlight shined wildly all over the arena. Blow after blow was constantly blocked, knocked aside, or guarded by the other, neither seemed to give in and neither wanted to relent their assault of the other.

The crowd was roaring in excitement, Port and Oobleck's commentary on the match was blurred out from Rex's train of thought, but it sounded heated and excited. This was a finals match in the semifinal bracket, and no one wanted to miss it.

Rex started concentrating hard, trying to drum up a shadow clone behind Sanguine while they kept bouncing blades off of each other. Finally, after several heated moments of trading blows that would have been near lethal if they had connected, his clone was finished. He swapped places with it instantly, making Sanguine miss her next swing, and catch only air. She was thrown off balance and stumbled lightly, now he was behind her. She tried to whirl around in time to try and find him, having some idea of where he went, but Rex managed to connect a boot to her stomach as she did so.

To Rex's surprise however, Sanguine responded faster than most, managing to grab onto his leg mid kick and hang on, throwing Rex off balance with her. She managed to flip off of his kick, landing on her feet after a short roll, and causing Rex to stumble. He recovered quickly, facing her once again. Despite landing well, Sanguine was briefly doubled over, trying to recover her breath. After only a moment, she was back up, brandishing her claws once again. This time however, she pulled two of the vials from her side, inserting one in each claw quickly. She grabbed two more vials and opened them and…. Poured their contents onto the ground in front of her? But wait…. They never hit the ground, floating in front of her, weaving in between the massive twisting extensions on either side of her, and getting fused with the contents of the previous two vials, which were emitting from the tops of her gauntlets. Burn dust, lighting the projectiles on fire. Her gauntlets caught on fire as well, the dust stocked in the blades coming into play now.

Rex stood there slightly confused, but did his best not to reveal anything. He cycled through several chambers on his katars, giving a small flick of each one when he locked them in place and they began humming and sparking with lightning. Two could play with elemental blades, but that floating fire around her now… what was that stuff around her?

He didn't get the chance to think on it more, as Sanguine rushed him quickly, making several wild slashes at him. He managed to meet her claws, the wild swings forcing him to back up a few steps however, gritting his teeth and locking blades with her. He noticed she was muttering quietly under her breath, then looked up in realization that whatever she was doing had to have something to do with those burn infused globs of… something.

And indeed it was. The flaming bits had risen above her and were now coming down on him in streaks of light, trailed by a thick dark mass behind each one. He shoved her back quickly, and began running around the arena to trey and avoid the burning trails, but they seemed to follow him wherever he ran, slamming down with enough force to heavily scorch the ground wherever they landed. After each landing, be him rolling ducking or diving out of the way of each one, the dust fizzled out, but the dark mass behind them seems to trickle its way back to Sanguine, running up next to her and floating around her closely, reigniting with more dust emitted from her claws.

He didn't have time to try and get a swipe in, and was forced keep dodging out of the way as more hellfire came raining down at him. One of the projectiles grazed his arm, searing a bit of exposed skin and causing him to wince. His aura immediately heal the wound shut, but then he finally realized what the dark substance was as he landed following another roll. It dripped down from his arm, splashing onto the ground in a small pool, before seeping back towards Sanguine, who seemed to be chanting under her breath and focusing on him. It wasn't tar, or some dark substance… It was blood.

He shook his head slightly, trying to focus. He didn't want to believe it was real, but he had to ignore it and finish this fight. He just needed to catch one of her blades in his. She was unusually responsive compared to other opponents he had faced, but perhaps that over quick reaction timing could be used against her. Yes, that was what he would have to do.

Still avoiding the burning blood raining down towards him, he sprinted at the chanting Sanguine, tucking his katars in close to him. Just as he had hoped, she reacted, trying to duck down and breaking off her incantation. The blood stopped tracking him, hanging idly in the air, burning crimson cinders with no direction given to them. As Sanguine ducked, instead of flying over her in a full body tackle, or trying to lower himself into her waiting clutches for an inevitable jab to the gut, Rex rolled over her, spinning at the end of his roll and making a quick swipe at her with his blades.

 _Shhhhhing!_

The scraping of his electrified blade against her enflamed one was all he needed to hear to know that she had been ready for the move, but her overly quick thinking had caught her in a trap. As Rex looked down, his katars were laced in her claws, caught between the three pronged death implements perfectly. The blades were caught deep enough between the blades that a simple twist of his arm forced hers to twist with him. His superior strength over the thin girl won out, forcing a surprised look onto Sanguines face as she lost her balance and her arm was twisted. Rex kicked her legs out from under her, and in one fluid motion, twisted his body and threw her over him, retracting his blades and sending her slamming into the ground in front of him.

His breathing was heavy, but one look up at the scoreboard told him that this match was over. Sanguine was sitting at less than 5% and he was resting at 70. Even still, that was far harder than he had been pushed in a long time.

"And that's the match!" Port roared over the loudspeaker, the crowd going absolutely insane.

Rex looked up and around. Despite the errors in that fight, he was more than satisfied to have to think of a new way to outsmart his opponent. But then something… off, happened. He felt slightly hazy, like a small part of his brain was tugging at him. His robotic eye seemed to hurt slightly, like it was being strained. In that instant, he saw Sanguine standing several meters away, claws bared. She was chuckling. Rex was confused, wasn't she just on the ground in front of him? Surly a frail girl like her wouldn't be able to rise and recover so quickly from a hit like that, much less get that far away and reposition herself without him noticing.

Before he could say anything however, she rushed him, claws outstretched and making a jab for his chest. His first instinct was to slash at her. It wouldn't be hard, she left her guard sorely exposed, It would be an easy way to keep her from attacking him. But then again, her aura was supposedly at 5%, there is no way Sanguine would be stupid enough to attack him so brazenly when she was in such bad shape, much less in front of thousands of people. He sniffed a rat, it just didn't add up in his head. So he played it safe, he put his left arm over his chest, so if this was real that would hurt a lot less, and the other arm at his side.

A moment later, Sanguine was close enough to slice him. He shut his eyes, but the hit never came. He opened his eyes slowly, and indeed, Sanguine was in front of him, but struggling to stay standing. She was holding out a hand to him. "That was a good match." She said with a wince and a wry smile.

He looked at her for a moment in silence. This didn't seem like a trick, or anything of the like, but he wasn't sure. There was only one way to find out however, and he stuck his free hand out and took hers, helping her stay standing. He gave a short nod, keeping the other arm crossed on his chest. "Indeed it was." He said quietly. Rex still didn't like the new revelation he had about Sanguine. He wanted to get away from her as soon as he could. He had a lot of thinking to do about just what had happened.

He helped make sure she didn't collapse when walking off the stage, and led her to the staging area and to a bench, where several medical officers were already waiting to make sure she had no serious injuries. He walked off quickly, with a forced wave goodbye. Something just wasn't right about that girl, and he had to think about this carefully.

* * *

Cinder, Emerald, and Mercury walked back into their dorm room after the fights of the day had finally come to a close. As usual, Cinder's face showed nothing of what she was feeling right now, which was slightly annoyed. Emerald on the other hand seemed slightly distressed, and Mercury… well Mercury just didn't seem to care.

Cinder sat down on one of the three beds in the room and pulled out her scroll, tapping through it quickly. "So, Emerald, care to explain why things didn't go as planned?" She asked with a hint of mock sweetness to her voice, making Emerald's blood run cold.

"I… ummm… I- I'm sorry Ma'am… I don't know… I could tell that he was being influenced by my semblance, I could sense the connection to his brain. But… he managed to keep calm, even though I know for a fact I forced him to perceive that Sanguine was attacking him after the fight was over. There was no way he just brushed it off the way he did without being forced to seriously focus and not just react. He just… managed to resist the urge to retaliate. Beyond that… I don't know what else I could have done. Ma'am." Emerald said nervously, looking away from Cinder's gaze slightly.

Cinder thought for a moment, before a slight smile cracked on her face. "I see, so our little shadow mentor has a bit more mental fortitude than we expected. A pity, but I have backup plans. Though we have to make sure that his team picks the right person to go through to the finals, I'm sure they will make it that far no doubt. In which case, Mercury, It will be time for you to shine."

Mercury groaned slightly. "Yes ma'am…" He grumbled, having a good idea there would be a good bit of pain involved in his 'time to shine', if all went as planned.

"Another thing." Emerald spoke up again.

"Yes Emerald?" Cinder asked, slightly intrigued.

"When I went to work on his mind, I noticed that… It wasn't quite whole, like it was fighting itself constantly. There is something inside of him that he is constantly battling, something malefic that he seems to want to get rid of, but can't." Emerald responded.

"Interesting. A good observation Emerald. I do believe that more than makes up for your little fumble today. Now that we have a weakness identified in one of our largest points of conflict, things might just get that much easier for us. Also, Mercury, how is our little blood wielding friend doing after that unfortunate beat down on stage?" Cinder asked.

"She will recover. She kept her skills masked pretty well during the fight, I don't think anyone caught on to what she was doing during the fight. Rex seemed suspicious however, I saw him walking off quickly after the fight. He might be on to her, but her team isn't. They greeted her with open arms after the match. We will just have to be careful with her, if she oversteps too much she might let something slip, or put most all of her perceived 'allies' on the defensive if they get suspicious of her." Mercury said.

"Good. I'll have a little chat with her later. We wouldn't want our little Sanguine to make all our work for naught because she's too eager, now would we?" She said, toying with a bit of fire in one hand, and tapping through her scroll quickly with the other.

"No. We wouldn't." Mercury said boredly, toying around with his scroll.

"Now if there is nothing else. You both have work to do to prepare for our next phase. Be ready for tomorrow. Things are going to get very interesting assuming we don't have another surprise on our hands." Cinder said, shutting her scroll and eyeing the both of them in turn.

"Yes ma'am." They both said, getting up and hurrying out of the room.

Cinder sighed after they left. "I suppose I need to call up our special infiltrator and have a chat. This should be fun." She muttered under her breath, opening her scroll again and tapping some numbers in.

* * *

Rex sat cross-legged in the center of team RWBY's dorm room. The four girls were sitting on the bottoms of the bunk beds on either side of him.

He looked around at each of them in turn, seeing a mix of reactions on their faces from what he had told them.

"So you say she attacked you?" Yang asked.

He nodded. "Indeed. At least, that's what I saw. But something didn't feel right about it."

"Interesting. Also you said those streaks of light that we saw shooting down on you were… were filled with blood?" Weiss said with a shiver, rubbing both of her arms.

"Yes indeed. That was what Sanguine used as a catalyst to shoot the burn dust at me. It seems she is adept in some form of blood magic." Rex said quietly. "Where she learned that I can only guess. But I think it would be best if we try and question her about it _after_ the tournament. It isn't explicitly forbidden, but it's certainly frowned upon by a vast majority of people on Remnant. And if we did anything that would expose her use of this in public, it would reflect poorly on your friends in JNPR as well. We don't want to tarnish them in the process. There is no need for it. I do recommend you all try and avoid Sanguine as much as possible, there is just something about her that is unnerving to me, all morbid combat arts aside."

"I could tell too." Blake spoke up. "She just doesn't feel right to be around. Its… almost like she isn't all there. It's odd, I can kind of sense it. She's hiding something, but I don't know what. Every time we've been around her she is slightly unnerving to me."

"Well…" Ruby piped up from next to Weiss. "I think we all just need to calm down and enjoy ourselves for the rest of the evening. We do have another fight tomorrow after all!" She tried to give an encouraging smile to the group.

"Yeah. You're right Ruby. Maybe I just need some rest to try and get my head straight…" Rex muttered.

"Great! Well I suppose we should try and get some rest, Weiss and yang have a big day tomorrow!" Ruby chirped, hopping up off the bed.

"I'm going to go for a walk. This is more than enough pent up energy for me today." Blake said, standing up and walking to the door.

"Im starving, haven't eaten all day." Yang said, stretching and rising. "Anyone game?"

"I think I'll pass; I just want a quiet evening in the dorm." Weiss said, rubbing her eyes.

"I'll come with sis!" Ruby blazed over to the door before Blake could even grab the knob, shooting it open and speeding off, Yang in tow.

Blake turned back to Weiss and Rex, giving a small eye roll and a smirk. She stepped outside a moment later.

"I should get going too, have a good night Weiss. Get rested for your match in the morning." Rex said, standing up and walking to the door.

He received a nod in return, and shut the door behind him. Blake was standing outside, leaning against the wall. He began walking down the hall, and she followed him.

"Trouble sleeping still?" She asked.

"Something like that, yes." He responded.

"Are you sure there is nothing I can do to help you get rid of this?" Blake asked, stopping and grabbing on to his arm. He turned towards her, stopping as well. He took her hand.

"Blake, I promise you, if I came up with anything that would help I would say something to you about it. Believe me, I've tried thinking about everything in the book that would work, but nothing seems to go well. Being around you guys helps, but I can't just stay with you all at all hours of the day. It would suffocate you. I appreciate the continued concern and support, but I've got to try and figure this out." Rex said quietly, pulling her along and heading towards his room. She followed easily, keeping pace with him.

"But what if what you saw was a product of what's been bothering you? What if it starts making what you are seeing too real? That you can't discern between reality and your imagination anymore? I don't want to lose you to that madness! None of us do!" Blake raised her tone of voice slightly.

Rex sighed, stopping his in front of his door. He turned to her, and quickly pulled her into an embrace. "I don't either. But I don't know if I get much choice. Look. I plan on going back to Mistral after the tournament is over. During the break I'm going to go back to the old monastery where I got this… affliction, and see if I can sort this out. Or cure it. That all depends on if they even let me back onto the premises, and don't try and kill me on site. If you want to come, I would more than welcome it, but I don't expect you to." He said quietly, holding back a few stray tears.

Blake hugged him back, resting her head against his right shoulder. "Of course I will go. I want to help you. And if you think that's the solution to curing you from this madness, I'll walk with you every step of the way."

"Thank you." He said, looking down at her, and pulling her into a kiss. "Of everyone in my life, I know I can count on you." He released her, stepping back and opening his door. "now go. You have a relaxing evening to enjoy. I might as well tray and start sleeping now. Maybe I can manage to get a full night rest accumulated between awakenings." He said with a small smile, the bags under his eyes were apparent.

Blake sighed again, giving him a small wave. She had a faint blush on her face as he shut the door. When he confirmed she had left, Rex walked over to his test, and wrote down some of the day's events in his small journal, making key notes about Sanguine. Finally, he slumped down onto his bed after shedding his over wear, and passed out.

* * *

The five of them walked out of the arena the next day, just after Weiss and Yang finished their fight. "Well done. Albeit things looked a bit tense there for a moment, you two really cleaned it up at the end. Nice use of the environment to knock Flynt out of the fight Weiss." Rex said approvingly.

"Thank you. After that poor start, I'm glad we brought it together in such stunning fashion to finish that fight off cleanly." Weiss said with a graceful curtsy.

"Well, they weren't exactly anything like you expected. But thankfully you learned well from me, and adapted quickly. I can't imagine what that fight would have looked like if you both didn't recollect yourselves so quickly after the initial confusion. You managed to stay together and not let them split you apart. That is something to be proud of, you shut down their whole strategy just by sticking together. Nice job." He gave a nod in approval to them as the five of them entered the bullhead destined to bring them back down to Beacon.

"Aww, you give us too much credit." Yang said. "If you hadn't taught us that we wouldn't have fixed our mistakes nearly as quickly. Much less get over that Neon girl…" she grumbled a bit.

Blake suppressed a laugh. "I don't think I've seen someone that can get you that riled up so easy Yang, maybe I should talk with her on getting some pointers."

Yang grimaced. "Don't you dare…" She grumbled.

Blake just smirked in reply. "Oh I might dare…" She said teasingly, giving Yang a nudge on the shoulder.

Yang gave Blake a deadpan stare, which Blake happily chuckled at herself.

Rex was glad he was finally awake enough to experience team life properly for the first time in weeks. The extra hours had ended up helping, allowing him to get up and stay awake the entire day for once, without feeling like a zombie.

The shuttle came to a landing and the five of them stepped out. Rex felt the vibration of his scroll and made a small groan. He pulled it out and checked it quickly. Yet another message, this time however, it was from Qrow. 'Short update today, meet in Ozpin's office.'

He sighed and started to break off from the girls, giving them a short wave goodbye. They didn't even question or comment at this point, it seemed to have to happen a lot lately, much to Rex's chagrin.

After a few minutes of walking he entered Beacon tower, riding the elevator all the way to the top floor. He stepped out, and was greeted by Qrow leaning against a pillar in the room, and Ozpin sitting at his desk. "Good afternoon Rex, I trust you have been well?" Ozpin asked.

"Well… could be doing better, but I could also be doing a whole lot worse. Regardless, what's the news for today? Why call me up here. It doesn't seem like we have another major meeting planned." Rex asked.

"Well, truth be told this is likely the most important news that we've had yet, but we want to keep the commotion down." Qrow piped up from some ways behind him.

"Indeed. As the finale of the Vytal festival approaches, and subsequently the finals of the tournament, tensions will likely grow. We fear this is high time for our enemies to act, as have we. We have picked out who we believe to be more than an adequate guardian to inherit autumn's power." Ozpin said, leaning forward on his desk slightly.

"Oh, have you. Do tell." Rex said, crossing his arms.

"Pyrrha Nikos." Ozpin replied.

"Ah. Yes, of course, she is certainly strong enough. But… so young?" Rex asked.

"Indeed I don't like trying to force this on her at this young of an age, but you know just as well as I do that we might not have very long before having a new Fall Maiden controlling the power that is on our side will change from a need to an absolute requirement. I wanted to wait, but we don't have that luxury anymore." Ozpin said.

"Of course, of course." Rex replied, putting both hands up slightly. "I assume she is aware of this, yes?"

"We informed her just a few minutes ago actually, we called you up just after she left. It's going to be… a hard decision for her." Qrow said, now striding over to where Rex stood at Ozpin's desk.

He nodded. "If it didn't seem a hard choice to make before, it surely will be now with the added pressure. I do have some concerns however."

"Oh? And what would that be?" Ozpin asked, raising an eyebrow.

"Her mentor, Sanguine Ludenburg. There's something not right about that girl. I feel it every time I'm near her. She feels… dark. And in my fight with her yesterday, I learned very quickly she uses blood magic as well. I fear she may be working to corrupt Miss Nikos and her teammates." Rex said solemnly.

"Hmmmm. Blood magic hasn't been used openly on Remnant for more than 100 years, the last fading out in the Great War. And yet you say she is a user of those arts? Interesting… That may be concerning indeed. However, Miss Nikos showed no signs of ill will, and she and her teammates seem to avoid Sanguine a noticeable amount as well if they can. If they are catching on to whatever game she might be trying to play, then they haven't said anything openly. I trust Miss Nikos to make the right choice, and so should you." Ozpin said.

He sighed again. "Of course Ozpin, just raising a concern is all."

Ozpin nodded. "Of course, and it was the right thing to do. Sanguine will be on our radar from now on. If she is indeed conspiring against us, or either you or your team, we will make sure the necessary steps are taken to deal with her."

"Thank you, sir. Is there anything else?" He asked.

"Only that if worse should come to worse, you are here to help stop the absolute worst from happening." Ozpin said in finality.

"Yes sir." He gave a nod, and turned to leave. "Good seeing you again Qrow."

Qrow gave him another nod, and downed the last of his flask. Rex entered the elevator, and the doors shut behind him.

* * *

Reconvening with his team several hours later, Rex sat in the front row of seats in Amity Colosseum. The last of the solo fighter stood below, waving to the crowd as they all stood on deck. The randomization process was currently running, and everyone was waiting to see who would be the first to fight in the one on one final bracket. The first wheel stopped on Yang. They would be up first it seemed. The other wheel came to a stop on none other than Mercury Black. Hmm, this was going to be a tough opponent for Yang, but definitely would be a thrilling match for two close quarters fighters to go at it.

He sat back in his chair, leaning over to Blake. "Well, time to see what your partner has learned solo."

"Well she did learn from one of the best. I have faith in her." She retorted back, smiling lightly.

The remaining fighters made their way offstage, and the platform rose up, spotlights homing in on them to light up the field in the night air.

The two fighters looked at each other, both getting into a fighting stance.

"Three, two, one, begin!" Port counted down, and the fight started.

As expected the fight started off fast and furious, both Yang and Mercury charging each other and trading rapid blows. Both of their aura's chipped down little by little, until Yang found a breakaway to get multiple punches in on him, knocking Mercury off balance and down. He spun back up and retaliated quickly however, delivering several kicks to her raised arms, now forcing her to hop back and recover. By the time Yang recovered however, Rex saw what Mercury was doing, buying time again. He had launched dozens of white bullets into the air and had created a vortex like the one he had made in the doubles round.

It came slamming down onto Yang's position, pummeling her and the area around her with dozens of shots. The crowd held its breath, it seemed to be the end of the fight. Rex slumped a bit in his seat. That was it, he supposed. But then he looked up to the scoreboard, Yang's aura was at 16%, just a cut above the minimum to be eliminated he hopped up just as the rest of the crowd realized the same thing, when Yang stormed back through the smoke with her hair practically a living sun behind her. She slammed into Mercury, punching him over and over and over, until she planted her foot and punched him across the raised platform, shattering his aura and sending him skidding to the edge.

He watched Yang steady herself, then calm down, her hair not lighting up any longer. She turned as waved to the crowd, as it was going wild at the spectacular finish to the fight.

"Yang Xiao Long wins!" Oobleck shouted over the loudspeaker.

Rex hopped up and clapped wholeheartedly. Yang had done it and proceeded on. They were moving on!

His celebration was short lived however, for as Mercury walked up to Yang, supposedly to offer a handshake as the arena floor lowered back down into place, Yang turned around. Then she just shot him in the leg.

The crowd's cheers were muted instantly, replaced by a collective gasp. Then dead silence. Then some small disgusted mutterings throughout the arena. People were turning their heads away, looking down, trying not to watch as Mercury collapsed to the ground, clutching his knee tightly and screaming.

He gripped the railing, his mouth hanging open. Blake and Weiss next to him covered their mouths. Ruby's mouth just dropped open slightly in shock. Was what he just watched real? For no reason, Yang had just shot him in the leg.

Several guards and EMT's stormed out of the arena staging area underneath. The soldiers surrounded Yang, pointing guns at her. The EMT's and now Emerald ran over to Mercury, getting him onto a stretcher quickly. The EMT's left first, carrying Mercury away on a stretcher, and Emerald following close behind. The guards lead a now confused Yang at gunpoint out of the arena soon after. Rex didn't want to believe what happened, but in the back of his mind, he didn't want to believe Yang did this purposefully. There would be questions to be asked, and he was going to go find out just what happened that led her to doing what she did. He stood up fully and turned, entering the aisle. He stormed up and out of the arena seating area without a word, Blake, Weiss and Ruby watching him go. There was going to be hell to pay by someone if his suspicions were correct.

* * *

 **A/N: Ok. First things first, i know a lot of people said for me to have Rex beat Sanguine in like, less than a minute. Truth be told Sanguine is MUCH stronger than you would expect. And i think the fight with her illustrated that very well without showing off her entire move set. I will stress however, that her ability to perform blood magic is NOT her semblance. That has yet to be revealed. The other topic to cover is the other two fights in this chapter. the Team FNKY fight i skimmed over because with their better training from Rex they were easier to handle, and i didn't want to fluff the chapter with a fight that in the grand scheme of things is honestly unnecessary for this fic. The Yang fight however... I thought about it a LOT, and i determined that no other fight besides Mercury vs Yang would get the same perfect reaction out of someone to do something like what Yang did under Emerald's influence. So i used her fight again. Shame shame I know but it moves the plot along very smoothly, and i intend to do that with the majority of Volume 3 things. Which will actually be wrapped up in 2 chapters. Then we will be in uncharted territory where my other ideas will be able to finish taking form. Until then however, thanks for reading and leave your thoughts on the chapter and what i can do to improve. have a great week.**


	17. Chapter 17: When It Falls

Chapter 17: When it Falls

* * *

Rex ran down to the lowest level of the arena, a deadly fire to his eyes. He had to be sure, there was no way Yang would just do something like that with no rhyme or reason.

He rounded the next corner, and entered the staging area beneath the arena seating. He could hear the loudspeakers telling everyone to remain calm and exit orderly, the clattering and pattering of feet could be heard on the roof above. He saw Yang, sitting on a bench, with several armed guards around her, some with guns pointed at her, and others just standing around keeping watch.

When Yang saw him, her eyes perked up slightly, before instantly shying away upon seeing the deep frown on his face. Two guards made to stop Rex. "No one is allowed to see Miss Xiao Long at the moment." The guard closest to Rex droned out, raising his weapon slightly.

Rex stopping in his tracks, his eyes only glinting a bit more than before. "Don't be ridiculous, she is under my teachings, I deserve to be able to talk to her and understand why she did what she did!" Rex spat back to the Atlesian guard, who made no motion to move out of the way or lower his weapon.

"Until we have determined that everyone involved is in the clear and people above have left, we can't afford risking Miss Xiao Long harming anyone else, or vice versa." The guard said calmly.

Rex raised a shaky fist, one finger pointing to the guard. "You… are telling me, that this girl… who I have trained for the past year, is 'At risk of harming someone else'?! And you would _dare_ to think that I myself would be looking to harm her?!" Rex's words got more heated, a dark glint came to his eyes. He clenched his fists together, doing his best to restrain himself.

"Ahem!" A cough was heard behind Rex. He turned, finding Ironwood strolling forward, flanked by two Elite guards. "Let him talk to her. I know him, and he can be trusted. Besides, we have more than enough guards here to reign in any 'irrational tendencies'."

"Ironwood, Sir!" The guard snapped to attention, as did the others guarding Yang. "Of course Sir! Terribly sorry Sir!" The guard moved out of Rex's way.

"Thank you, Ironwood." Rex said with a slight nod, stepping past the guard and walking over to Yang, each footfall clicking against the floor sharply, the aggravation apparent in Rex's demeanor. He stood in front of her, and looked down at her. "Yang."

"Y-yes?" She looked up at him, tears beading at the edges of her eyes.

"Why did you shoot that boy in the leg?" Rex asked with a steely calm to his voice.

"I… I turned around, and heard him say 'There's not going to be a next time blondie' after I had told him 'better luck next time'. That's when I saw him jumping at me, trying to deliver a kick to my face, so… I shot him in the knee midair… and then I saw him on the ground." Yang said quietly, scared of what response she might get.

This didn't add up at all with Rex. Mercury never even lifted a leg after the fight had ended, only walked towards her. Yet she saw something so different, that there was no way she could have gotten a mixed message from what Mercury did, and indeed what she thought she heard from him was indeed fighting words. This only convinced Rex further that something wasn't right here. "And you _swear_ on your life that is what you saw, that you will stand by what you saw?"

"Yes." She said firmly. "I swear. That is what I saw. I saw him attack me, so I defended myself."

Rex gave a sigh. "Alright. I will believe you." He offered her a hand up. "I don't know how many others will believe you, the evidence is pretty contrary to your statement, but I know you better than that. So I will give you the benefit of the doubt this time."

Yang took his hand and stood up. "Thank you…"

He nodded to her, then turned to Ironwood. "I believe I am done here."

"Excellent. Now…" Ironwood stepped forward, hands calmly behind his back. "Unfortunately, we will have to keep her under armed guard until tomorrow morning when we can sort everything out. Nothing I do about it, all protocol. I will send two guards with you to escort her back to her team dorm. There, she will have to remain until I arrive in the morning. Is that clear?"

Rex and Yang both nodded. "Yes Sir." They said in unison.

"Good. Then you should be off, no reason to keep you around, your team has already been sent back to the dorm. Shouldn't keep them waiting." Ironwood said.

Rex gave a firm nod, now falling deep in thought as the guards directed him and Yang away to a nearby shuttle.

* * *

The next morning seemed to take forever to get on. The five of them sat in silence in the team RWBY dorm room. Glances would be cast each other's way, then to Yang and back. No one wanted to try and determine what the others were thinking, much less outright ask.

Finally, after several agonizing hours of waiting, Ironwood arrived. He steeped through the doorframe alone, but Rex could see both of his guards flanking the exit as he shut the door behind him. Ironwood put his hands behind his back and began. "As you all know, last night as… an anomaly to say the least. After looking over the tapes and talking to several people about what should be done, we have come to the conclusion that no other choice can be made but to eliminate team RWBY from the tournament."

"What?!" Ruby cried out.

"But he attacked _me!"_ Yang shouted in protest.

"Video footage and millions of viewers say otherwise." Ironwood stated, pacing throughout the room now.

"But Yang would never do that!" Weiss snapped back, and Ruby nodded in agreement. Yang put her head in her hands. Rex's eyes darted around the room, looking over the protesting girls that made up his team. His eyes then rested on Blake, who had her head tilted down, not saying a word in defense of her teammate.

He knew what this must feel like for her, she had watched others she thought she knew have a change of heart. Likely this was what she was seeing the beginnings of in Yang right now. He knew Yang's situation however, and he knew he likely would have to talk to Blake about this later, after the tournament had ended and tensions didn't have to run so high. For now, he glanced back up to Ironwood and nodded.

Ironwood sighed at their protests. "Look, you all seem like good students, and I've talked with your mentor more than enough to believe that myself, but the fact of the matter is, all that anyone else sees right now is that Yang shot an innocent student on stage, with no form or reason or excuse as to why. I believe, and hope this to be, an isolated incident. Things are a lot different on the battlefield, where adrenaline takes over and judgement becomes clouded. I'm sure this won't ever happen again, but that can't change what has already happened. I'm sorry. The decision will stand."

Yang made to protest, but thought better of it, merely sitting back and nodding quietly.

Ironwood turned to leave, giving a single nod to Rex as he did so. The door shut a moment later. The five remained silent until the footsteps of the leaving men were long gone from the door.

"You guys believe me… right?" Yang asked unusually timidly.

"Of course I do!" Ruby chirped. "I know my sister well enough to know that you would never do something like that!"

"You might be hotheaded, but you are far from an aggravated assailant." Weiss said in agreement.

Rex stood up and leaned on the bed frame next to Blake, he looked at Yang as she turned towards them. "And… you guys? Blake?"

Blake turned her gaze downward, away from Yang. The blonde teared up. "B-Blake?!" She choked out.

Blake looked up to Rex, her eyes asking him the same question as Yang. Rex gave her a nod back.

She finally turned to Yang, but still didn't look her directly in the eyes. "I… I want to believe you, but this isn't the first time I've had someone change that I thought I knew. Rex seems to believe you, and the others do as well, so I _want_ to believe you. But I need you to promise me something."

Yang nodded. "Of course. Anything."

"I want you to promise me that you saw _him_ attack _you._ And that you regret having to do what you did." Blake said.

"I saw him attack _me_ , so I fought back. I regret having to do what I did, and realize the mistake I made." Yang said back without hesitation.

"Ok. Then we are in good standing." Blake said with a relieved sigh. The tension in the room seemed to drop immensely.

After another moment of silence, Rex walked towards the door. "I think we should give her some alone time." He said quietly, cracking the door open.

The three other girls gave no protest, stepping out of the room after Rex pushed the door open fully. Ruby began walking by herself down the hallway, and Weiss and Blake stopped across the hall to inform JNPR of the news. Rex shut the door behind them. He let out a sigh, and rubbed his tired eyes.

"Is that a lack of sleep or just too much excitement for one year?" Qrow asked, approaching him.

"A bit of both unfortunately. Haven't exactly been given an easy time." Rex said, leaning against the door and watching the two girls converse quietly with Jaune at the door.

"Heh, well. Things just get a bit more difficult each day don't they?" Qrow asked.

"Yeah, I'm noticing that a lot lately. I need a break." Rex said tiredly.

"Well, I can't give you much, but I would appreciate being able to talk to my niece." Qrow said, nodding to the door Rex was blocking.

"Ah, right, of course. The other two seem to be finishing up anyways. And I think it would help to have someone else take Yang's mind off of things. Be my guest." Rex stopped leaning on the door, and moved out of the way.

"Don't worry about it too much. Rest up. I don't like the look of things right now; we have to be ready." Qrow said, grabbing the doorknob.

"Agreed. And thank you Qrow." Rex said quickly, soon after tailing Weiss and Blake, who had started down the hall without him.

Qrow just gave a nod in return, opening and shutting the door behind him without a sound.

* * *

Rex, Weiss, and Blake sat at a coffee house on the fairgrounds. Rex had opted for coffee, along with Weiss, instead of tea. The warm beverage woke him up a bit, but now the sun had set, and the next round of one on ones was getting ready to start. The three sat in silence for a while, before finally Weiss spoke up. "So, I happened to notice you two like going off on your own quite a lot the past few weeks, care to enlighten me?" She asked with a small smirk on her face.

"Oh no…" Blake groaned, covering her face with one hand and blushing.

Rex merely rolled his eyes with a slight groan in return. He sighed. "Well, seeing as there is no _avoiding_ the subject any longer, I suppose we can."

Weiss smirk got a bit bigger. "Oh? Do tell."

"Well… me and Rex are… dating. I guess you would call it." Blake said quietly.

"And what do you mean by 'you would call it'? What else would it be? Are you both going out and doing unsavory things when no one is around to notice your absence, hmm?" Weiss asked, a hint of a frown coming to her face.

"No no! Nothing like that!" Blake quickly recovered. "We just… haven't done a lot of anything really. Just some quiet chats by ourselves is all."

"Really, Weiss. You assume we would go that far in that short of time? When we have far more pressing things to take care of?" Rex deadpanned.

Weiss thought about it for a moment. "You can never be too sure, but… I suppose you both are smarter and more cautious than most. I will resign myself, for now." The frown on her face receded, then replaced by a smile. "I suppose I should congratulate you both then. It's nice to hear about some _good_ news after the depressing news we were delivered today."

Blake sighed. "Thank you. Weiss. For understanding, and the congratulations. Now please, can you… keep this to yourself? For now, of course. We wanted to keep this as private as possible until things settled down a bit."

"Oh of _course._ I just like knowing what's going on with my teammates, and making sure they aren't being taken advantage of." She shot a mock glare to Rex, but a smile still persisted on her face.

"Oh come on. As if I would be taking advantage of anyone." Rex sighed. "I literally only help you all…"

"Uuugh, why can't _I_ joke around for once. You guys always take me so seriously." Weiss retorted, crossing her arms and giving a huff.

The match on the TV began, the contestants Pyrrha and Penny Polendina being locked in.

"Maybe that's because you are usually pretty serious about everything." Blake deadpanned to her.

"Ah! Well at least I'm trying!" Weiss said haughtily, taking another sip of her coffee, and partially directing her attention to the fight that had just begun.

Rex and Blake did similar, looking up at the screen and watching the fight start. Blake let out a sigh. "Shame we won't get to go any further. I think we had a good shot of winning."

"Yeah, we did. Yang was by far the strongest, at least when it came to dishing out the damage and taking it too." Weiss said sadly. The three watched as Penny and Pyrrha duked it out on the shining arena floor. The fight was far closer than anticipated, and only stopped when the two recovered from yet another clash. Penny stuck her blades above her head, making ready to strike. From what they could see on screen, Pyrrha's eyes seemed to Widen in fear, and she took a step back.

Rex set his cup down, leaning in closer. "What's wrong with Pyrrha?" He asked. "She shouldn't be the least bit afraid of a telegraphed move like that."

"I don't know- ", The three of them collectively gasped, as the moment Penny threw her swords at Pyrrha, she let out a massive dark burst of energy, sending them back at Penny. Whatever they were attached to ripped through her body like butter. Before they realized what had happened, Penny lay in pieces on the ground. Weiss looked up with mouth agap, Blake covered hers with one hand. Rex stood up somewhat, his hands gripping the counter tightly. He stared at the screen like his life depended on it.

Then the screen went red, and a symbol of a Queen chess piece appeared. A sultry voice spoke. "This, is not a tragedy. This, is not an accident." Rex's eyes sharpened upon hearing the voice, and his brow furrowed.

"This is what happens when you turn over your safety, your children, your very lives, to men who you believe to be your protectors. But are really nothing more than men…" The voice droned on, but Rex blurred it out, beginning to pace and pull out his scroll. "This is bad… very bad…" he muttered to himself, trying to phone someone. Qrow's didn't work, nor Ironwoods or Ozpins. Nothing worked, the traffic channels seemed to all be jammed.

"Dammit." He cursed under his breath, putting the scroll away and walking back over to Weiss and Blake, just as the message concluded. They turned to him, still in some slight shock. 'Who was that? What do we do?!" Weiss asked in a panic.

"I don't know and I'm thinking." Rex retorted, turning around. Suddenly, dozens of Grimm burst out of the tree line at the edge of the fairgrounds. Ursai, Beowolves, Boarbatusks, creeps. All of them began rampaging through the fairgrounds.

Blake had already phoned up Yang, the jamming seeming to have dropped after the message stopped. Rex unsheathed his Katars from their rails, and stood ready to combat anything that came his way.

"Yang where are you?!" Blake shouted into the scroll. "Are you Ok?!... her scroll isn't answering… Yang I'm sure she's fine! She's our leader after all… the White Fang? Here?!" The line seemed to cut after that point, as Rex didn't hear Blake speak into it any longer. A Beowolf who decided to stray two close to Rex while he covered the two girls met a swift end, as his blades jabbed into its neck and torso quickly. Rex looked back. "Love you to death Blake but we _need_ to get moving!" He shouted back, stopping a Boarbatusk from charging into himself with a grunt.

"What do we do?" Weiss asked.

"We're going to the docks, and doing our jobs." Blake tapped a few buttons on her scroll, and a moment later, her locker slammed down in front of them, popping open. She pulled Gambol Shroud from it, putting it on her back.

Weiss did the same, and a moment later, she had Myrtenaster on her hip once again.

Rex kicked the decaying Boarbatusk away, turning towards them. "Good idea. You two try and get a shuttle back to Beacon to do that, I'll stay here and try and get people to safety and thin these Grimm out!" He shouted over to them, turning his attention to an approaching Ursa.

"But!" Blake made to protest.

Weiss put a hand on her shoulder. "Come on Blake, he will be fine!" She coaxed. "Besides, if he can take the four of us, these Grimm are child's play to him. We have our job to do, this is what he trained us for."

Blake stopped and thought for a moment, then turned to Weiss. "Your right. Let's go." She said with a nod. The two of them ran off towards the docks, hoping to find a shuttle up to Beacon.

Rex finished off the Ursa, pulling his blade out of its chest. He turned just in time to see the two of them pass by a burning stall, and out of view. "Good luck you two. Stay safe." He muttered under his breath. He looked around, trying to pick out targets. Most people were gone, in both senses of the word. But a few stragglers were trying to get away from the Grimm that were continuing to rampage through the fairgrounds. Several Atlesian Knights and soldiers were trying to hold them back and get civilians out, but they needed help. "Well Rex, looks like you've got a lot on your plate tonight. There's a lot of work ahead of you…" He said to himself, picking out an Ursa that was making its way towards a group of soldiers occupied with several Beowolves. "And it's not going to go cleanly."

* * *

Rex pulled his blades out of a dying Alpha Beowolf at his feet. How many Grimm had he killed since Weiss and Blake had left, dozens? Hundreds? He hadn't bothered to keep count. But now it seemed the Grimm in the fairgrounds had been all but eliminated. He looked around, finding no more Grimm in the area, and no more civilians and soldiers in dire need of assistance.

Kicking a piece of charred wood out of his way, he began walking along the destroyed remains of the fairgrounds. For the most part, the flames had died down, running out of adequate fuel to burn. As he surveyed the charred expanse around him, walking through it quickly, he let his mind wander free.

This had happened so quickly. First Yang wounding Mercury, then Pyrrha killing Penny. Penny. Someone he had hardly even spoke to, only knowing by proxy of Ruby talking about her. But to see from the way she fell, how clean it all was. He didn't know she was a robot. So many things he was just learning, and there wasn't nearly enough time to process them all. Now he was separated from his team, and needed to try and make his way back. Hopefully he could hop a shuttle up to Beacon, but that option seemed slim at this point. At the very least, he needed to figure out who was where.

He stopped, pulling out his scroll. The connectivity was low, but it was still holding. The CCT hadn't dropped yet it seemed. That meant he still had time. He dialed Blake's number. One ring… two… three… four… no answer. 'Must have just been the connectivity. Try it again.' He thought to himself. He dialed Blake's number again. One ring… two… three… four… no answer. Now Rex was starting to panic. He started walking again, his pace faster than before. 'Maybe her scroll ran out of power, or got broken in the fighting. I'll try dialing Weiss, she usually keeps her scroll in good shape.'

He dialed Weiss number. One ring… two… three… "Hello?" Weiss panting voice came through.

"Weiss! Thank god." He breathed out. "Are you alright? Where are the others? Where's Blake?" He rattled off questions to her in quick succession.

"I'm… I'm fine." Weiss was breathing hard. "Just exhausted is all. I don't know where Ruby is, she went off on her own according to Sun. As for Yang and Blake… Blake went off to stop some members of the White Fang a while ago, Yang went to look for her, but neither of them are responding to calls- Ahh!"

"Weiss! What's happening?!" Rex shouted into the scroll, practically sprinting for the docks now.

"Atlesian Knights!" She coughed into the scroll. "For some reason they got turned against us! The paladins too! They have to get shut down but we don't know where they are coming from! We're holding for now but we're wearing thin!"

"Ill be up there soon! Just hang on, I'll find Blake and Yang, and we will get everyone out alright!" He said quickly.

"Un…understood." She said weakly. The connection fizzled out a moment later.

"Dammit!" Rex picked up the pace as fast as he could, sprinting to the shuttle docks as fast as he could.

When he got there, there was only one shuttle that was preparing to lift off. Several Atlesian soldiers were loading up onto it, the pilots prepping it for liftoff. "Hey!" Rex's shout pierced through the quiet night.

One of the pilots looked up, startled. Rex came to a stop just short of him, panting. "Where are you heading?" Rex breathed out.

"Vale. There's a safe zone that we are establishing until we can secure the city… I wasn't aware there was anyone left here. The last civilian shuttle left several minutes ago." The pilot said, still a bit on edge.

"I need a shuttle to Beacon, is there any way you can make a short diversion there and drop me off? Please… I'm a huntsman. I need to get there. Right. Now." Rex said, desperation in his voice.

"I… Uh…I… I suppose I can." The pilot stuttered out. "The higher-ups might be upset if we hang around though, so it will have to be quick."

"Thank you. I understand. I just need a drop off." Rex said. He hurried to the side of the bullhead and jumped on, standing in the middle of the floor. The bullhead doors shut, and it took off a minute later. 'Hang on Blake, I'm coming for you. Just please, hang on.' He thought to himself as the sound of the bullhead drowned out all noise.

* * *

When Rex arrived at the school, it felt like the breath was taken out of him. The moment he landed boots on the ground, and the bullhead pulled away, he was greeted with the sight of crumbling buildings, burning trees, and Grimm and Atlesian Knights running amuck. Most students were held up firm on the large platform adjacent to the one he was dropped on. He could see Weiss in amongst them, coordinating with some of the team leaders.

He nodded in approval, not that she could even see him from this distance. He knew she would be fine. Then a rumbling was heard, shaking the very ground below him. Rex was confused at first, then his eyes widened in realization: the dragon in the mountain. All the negative energy, the panic, anger, sadness, hatred. All of it had finally culminated to awakening the beast somehow. It had remained dormant far longer than Rex had expected in the insanity that had followed the tournament disaster, but now he was on a timer.

He quickly ran down from the shuttle platform, and deeper into the school. He passed by crumbling buildings, burning classrooms, and wilting courtyards.

After several minutes of searching, Rex finally skidded to a stop in front of the Beacon cafeteria. He eyes widened when he saw who was in the middle of the flames decorating the building.

Blake was holding herself weakly on her side, using her body as a shield to defend Yang, who was curled up and turned away from him. Blake's attention wasn't on him however, but the man sauntering up to her. Adam Taurus, with katana in hand, approached Blake, raising it above his head.

This brought a rage to Rex's very being, forgetting his restraint. He let every fiber of his being get overwhelmed with the malefic power he kept tucked away. A burning black fire filled his eyes, and he unsheathed his katars.

In a flurry of shadows, he disappeared from where he stood, appearing just in front of Taurus as he brought the katana down on Blake. It met only the ringing steel of Rex's katars.

Rex kicked Adam back with all his might, sending him careening across the room, and landing in some smoldering debris.

He turned to Blake and looked down at the two girls quickly. He registered the lack of an arm on Yang, and the stab in Blake's gut. "Blake! Take Yang and go!" He shouted angrily.

Blake nodded, working herself to her feet, and doing her best to lift up the even more wounded Yang. She managed to shoulder her and her weapons, and limped away as Adam began to rise back up from the debris.

When he was fully recovered, Adam looked at Rex. "You. You, should be dead."

"Maybe you should've checked a little better." Rex spat back, approaching Adam slowly.

"Indeed. I won't be making that mistake again." Adam said solemnly. "I see you make a point to keep getting in my way, like an annoying insect that needs to be smashed."

"Maybe you should get a better exterminator, that trash you call a weapon obviously isn't going to be good enough." Rex retorted.

Adam's frown deepened. "You will regret those words when Wilt is resting firmly in your chest at the end of this."

"We shall see." Rex said, malice dripping from his voice. A tumbler twisted in Rex's gauntlets, and his blades started humming and crackling with electricity. He was planning on this being the last casualty of this battle.

* * *

 **A/N: Alright, Adam vs. Rex part 3 hype. Now you may notice some things went a slight bit differently then in canon, like the dragon awakening later than before, and some of the dialogue passed between characters that occurred in the show. I dont have a very good reason for the dragon, but then again it doesnt impact the story massively anyways. And i wont be using it much until further down the line. As for the dialogue, im trying to keep it fresh, and not tit for tat exactly as the show uses it. Because while i do like the lines int he show and need them for progression of the story, it would be boring to read the exact same thing as the show says. Beyond that let me know what you think and what i can improve on, and ill see you for the next chapter.**


	18. Chapter 18: The Bull and the Shade

Chapter 18: The Bull and the Shade

* * *

The two paced around each other slowly, both sizing the other up. The flames of the burning building crackled around them, and slowly engulfed the exits. Rex could only hear the humming of electricity on his blades, the dust pumping into his katars to keep them lit.

The only thing that mattered in Rex's vision was the man pacing opposite him, katana drawn and at the ready. He had fought Adam enough now to have an idea of how he would fight, but that hardly made it easier. He knew the both of them would wait for the other to strike, and every passing moment only made him feel the dark stirring inside of him, his anger welling up and getting suppressed every time. He didn't know how long he could go before he lost total control however, he had to have this fight go quick, else he didn't know what he would do when he lost it.

He raised his right set of katars, pointing them at Taurus and fired of a single burn round. Of course he blocked it easily with a twitch of the blade, but the flaring embers were Rex's cue to attack. He rushed forward, and made a jab at Adam's midsection. He found only the edge of Wilt, slicing up and bouncing the tip of Rex's weapons away, and throwing him off balance.

He made a wild swipe at Adam with the blades on his left hand, not allowing Adam to have a free window to attack him as he smoothly rolled away. He recovered his balance and stared Adam down again. Adam stared right back, a smirk coming to his face. Adam brought Wilt to his side, holding it inside of its sheath.

Rex charged again, his anger causing him to make several more wild strikes. This half paid off, as when Adam suddenly unsheathed his blade and swung upwards to parry the blow, he only caught one set of blades, the other just barely grazing across his chest. It was followed up with a rapid fire of strikes, Rex spinning and hacking and slashing, trying to break Adam's guard, but to no avail. Adam couldn't counter attack, but Rex made no further progress with each successive strike, and he was tiring fast.

He finally pulled away, taking a quick mental assessment of the fight. With his last strike he had run out of electric dust, every successive strike lost a little bit of charge to Adam's blade, which was now a worry to him. When Adam would unleash all that extra power in the blade was unknown to him, but he could tell he had a lot, as his hair was shining a bright red, pulsing with energy.

The both of them were breathing hard, Rex from attacking and Adam from defending, but now Adam had the edge, and he didn't give Rex the chance to think of a strategy. He charged right at Rex, his sword pulsing with energy, bringing it down vertically on Rex. Rex quickly raised his katars, crossing them on front of him in defense, but the impact from the blade was massive, sending him flying back.

As Rex was knocked back by the unleashed energy from the blade, his katars managed to stop the katana and its lethal force from cutting him in two. In the process however, both katars on his left hand snapped in two, clattering to the side as he hit the ground hard.

He was hazy, coughing as he struggled to his feet, unable to fully do so. Adam approached him slowly. "And now, this is how your story ends." Adam kneeled down in front of Rex, resting Wilt at his throat. "I made a promise to Blake, that I would destroy everything she loved before I was done with her, I guess you are next on the list." Adam sneered, looking down at Rex. He was readying the final blow.

Rex was exhausted, unable to even roll out of the way. He had used just as much energy trying to keep control of his mind during the fight as much as he had actually fought Adam. But, maybe restraint wasn't the answer. It was a gamble, perhaps one that he would never awaken from, but it was either that or die here, at the edge of Taurus' blade.

He let a slow breath escape his lips, and shut his eyes. He let go, stopped resisting the urges, let himself fully succumb to his anger, and all that came with it.

As the katana swung down, Rex's arm snapped up, the blade shooting out and capturing the katana in place. He let out a fit of chuckles. "Oh Adam… you didn't think it would be that easy, did you?" Rex's voice was cold, a sharp change from that of a few minutes ago. Rex opened his eyes, the black fire in them burning far brighter than they ever had before. He sat up, quickly knocking the sword away from his face, and disarming Adam in the process with a twist of his wrist.

The katana clattered to the floor as Rex rose, the fire in his eyes burning ever brighter, yet seemed to feel cold. Adam, who had stumbled away with the loss of his weapon, grabbed Blush from his side, firing off several shots at Rex in a panic.

Rex blocked them easily with his unbroken blades, then bent over and picked shattered ones up, clutching them in one hand. Adam continued to back away from his unfazed adversary, looking for some angle to get to his weapon, as he frantically tried to reload Blush.

"To think I would let myself suppress this… when it makes it so easy to _take_ , just as you have." Rex seemed to move like a wraith, phantoming over to Adam before he could react. He grabbed Adam's wrist and twisted it until Blush fell out of his hand, then kept twisting until he heard a series of pops and cracks, the bull howling out in pain. Rex didn't give him room to breathe however. Still holding him by his now broken wrist, Rex slashed once at his leg with the shattered blades in his off hand, making his aura finally fizzle out quietly.

Then he raised his left foot, and booted him in the gut, making Adam fall to his side, reeling from the blow. Adam coughed and sputtered, still being partially held up by his broken wrist, which was held tightly in Rex's hand. He finally let it drop to the floor with the rest of the battered Faunus.

Rex then reached down and picked Adam up by the neck, holding him up in front of him, a wicked grin on his face. "Suddenly not so confident with such power at my side, are we Adam Taurus?"

"You may kill me, but there are still thousands devoted to my cause… scum." Adam managed to choke out as Rex squeezed down on his neck a bit tighter.

"That may be true, but how long will that last when _I'm_ through with them hmmm? Just look at this, the great Adam Taurus, swiftly defeated in a matter of seconds by one man… and I can still feel this power growing. Your armies mean nothing to me. You. Are. Nothing." Rex choke slammed Adam into the ground, standing back up and placing a boot over his chest. "Savor being put out of your misery Taurus. Yours was a doomed effort when you decided to cross blades with me." Rex pressed his boots down slowly, the heel digging into Adam's chest particularly hard.

Suddenly, a massive white light emitted from the top of Beacon tower, showering all of the grounds in its glare. Rex stopped, pulling his boot away and stumbling back. He collapsed to his knees, clutching his head in his hands and letting out howls in agony.

"Gah! What is this… this power burns!" Rex shrieked in his agony, now trying to clamor away from the source, high atop Beacon tower. In his haste he crashed through the now smoldering wreckage that was blocking one of exits, landing outside. His broken blades clattered at his side, and he fell face down outside of the building, forgetting about Adam completely in his intense pain.

Finally, Rex blacked out from the sheer pain overload he felt coming from his mind, the darkness retreating back inside of him, licking its wounds from the raw power it was exposed to.

* * *

Rex slowly woke up some time later, pulling himself off the ground and resting on his hands and knees. How long had it been since he passed out, minutes, hours, _days_? All he could remember was watching as his body operated out of his control. It had brought himself so close to killing Adam, but then the light came, searing his mind and causing the darkness to retreat. He was grateful for the wakeup call, as he worried with each passing moment if he would even have been able to wrestle control of his mind and body again. He was more of a passenger watching his body go through the motions in that state, unable to really do anything but watch on.

He just wished that flash of white had come a few seconds later, to let him finish what he had started. Unless…

He clamored sloppily to his feet, looking around at the burned out and desolate ruins around him. He was fortunate, this alley behind the cafeteria seemed to not have had any visits from Grimm, leaving him isolated in the middle of the school.

He shook his head, trying to regain focus, and slowly walked over to the ruins that he had crashed through when the light had pierced his mind. He peered inside, but was left only to curse. Adam was no longer there, his weapon gone from where he remembered it falling. "Damn." Rex cursed under his breath. He had come so close, but Adam had been allowed to escape by the skin of his teeth.

He turned back around and walked over to the shattered blades, picking them up and holding them in his hands. They glinted in the moonlight, which made him look up. It was still night, or at least, not bright enough to start hiding the moon yet. It had either been a few hours… or days. He was leaning heavily on hoping it was the former. He wasn't interested in getting left behind in a Grimm infested school.

He gripped the pieces a bit tighter, turning and climbing back over the remaining rubble. He stepped back onto solid ground on the other side, surveying the blown out cafeteria. Tables shattered, smoldering embers finally dying away. It was a sad sight to him, this used to be a place of joy and escape for everyone at Beacon, now it was a ruin.

He stepped outside and began walking along the Beacon grounds, he had to find his way out of here. That should've been a simple task, but all the rubble and destruction had blocked many pathways and side alleys, buildings were undiscernible from one another for the most part. There was also no way he was going to walk along the courtyards and open spaces, no doubt those crawling with Grimm at this point, and he wasn't interested in dealing with too many at once when he only had half as many serviceable blades as before. At least he could use the broken ones in his hand as a dagger he supposed.

As he walked, he couldn't help but wince every so often at the splitting headache that he had, likely an after effect of that tremendous whiplash on his mind. As much as he wished that white light had killed that side of him, he could still feel it. It was weak, but no doubt it would come back. All the more reason for him to find his way out of here and get on the way to Mistral for answers as soon as possible.

He rounded another corner, cutting between what he thought were two sets of dorms, but everything was marring together in the night. In the middle of the alley a single creep was sitting there, gnawing on something. As Rex approached quietly behind it, he realized the Grimm was gnawing on his satchel.

He quickly stabbed the thing in the back with his intact blades, killing it instantly. He shoved the quickly decaying corpse off to the side and kneeled down, inspecting the bag. "no tears… minimal damage…" He rummaged through the bag quickly, all of his various canisters of dust were intact, his journal was fine, and the metal slugs were still useable. The outside was a bit beat up, a handful of scorch marks and the strap was slightly frayed from the gnawing. It was holding up well all things considered.

He slung it over his shoulder, and continued walking. Now he just had to get out of here and see who he could find.

It didn't take long for him to finally make his way out of the back half of Beacon, and turn onto the main causeway that lead to the air docks. He stopped for a moment to take in the sight of the notably deserted area. So much life, now as desolate as Mountain Glenn. He turned to look up at what remained of Beacon tower, doing a double take at the sight of the massive dragon hanging off of it. "Well… I guess we know where it is now…" he grumbled.

He gave a sigh and turned, walking slowly towards the air docks. He quickly picked up the pace when he realized there was only one shuttle left however, and it was making to take off.

"Hey! Wait!" He shouted, rushing towards it as fast as he could. Thankfully, his cries must have been heard, or someone made out his silhouette in the night, as the shuttle stayed in standby, opening the back hatch for him to get in.

He stumbled into the shuttle, breathing heavily. A short jaunt like that shouldn't have winded him, but then again, he had exerted a lot of energy tonight, and he had no idea how much more he would have to exert before he could catch a breather.

He looked up finally, noting that the majority of the passengers inside were soldiers, a few stray huntsmen, wounded, and one black haired Qrow smirking at him next to the shuttle door.

"Hey, looks like you did make it out alive after all. Most everyone thought you were dead." He quipped heartily, pulling out his flask and taking a quick sip. He offered Rex a drink.

Normally he would turn down his offer, but hell, he hadn't had anything to drink in who knows how long, at least even alcohol would allow him to ignore his thirst for some time. He took the flask and greedily drank from it, shaking his head from the strength of the drink. "Gah… packs quite a punch… and yeah, I thought I was dead for a while too." He held up the broken blades in his free hand.

"Mmmm. That's certainly not good. Normally it would be a quick fix in Beacon's armory, but well… we don't have that option any longer, and I don't know that anywhere in Vale has a place strong enough to fuse that metal back together." Qrow stated, his smirk turning back to a frown, as it likely had for most of the night so far.

Rex handed him back his flask, and slipped the broken blades into his satchel. The shuttle lifted off, and away from Beacon finally. "Indeed it will be tough to fix, but to be honest, that's just one thing I have to worry about. A lot has happened tonight and I'm still trying to piece everything back together."

"Well, im here and doing nothing till this shuttle lands, ask away." Qrow said, sitting down on the floor and leaning against the wall of the shuttle.

Rex sat down in front of him, crossing his legs and leaning forward. "Gladly. I suppose the first thing is how long has it been since I was last seen? I ended up blacking out for an unknown period of time after a massive white flash came from Beacon tower."

"Well, from when two of your students last saw you at the fairgrounds, several hours, its coming closer to morning now. As for that blinding white light that took everyone off guard…" Qrow trailed off.

"Yes? What about it, what was that?" Rex asked.

"Well, it was Ruby. Most of us aren't sure how she did it, but I have my theories. Unfortunately, she is still unconscious, but she is safe, and managed to freeze the dragon with it atop Beacon tower." Qrow responded.

"Whoa, whoa, whoa, Ruby did that?! But how?" Rex asked, somewhat amazed.

"Like I said, we aren't entirely sure, but I have some idea of how she did, and likely it was by accident. I'll explain another time; I'm still stepping through the details in my own mind." Qrow said.

"Of course. And next, on the subject of the team, Ruby seems to be relatively ok, what about the others? Where are Weiss, Yang, JNPR, Sanguine… Blake?" Rex ask the last name with a lot more worry than the others.

"Well, that's certainly a doozy of a question. Simply put, Yang, while down an arm, is alive. You will see her at the safe zone this shuttle is heading to. Jaune, Nora, and Ren are also being tended to there." Qrow put a hand to his temple and rubbed. "Pyrrha on the other hand… well, she didn't ever come back out, she's gone."

"What?! How? She was head and shoulders one of the best in the school! How could she have fallen?" Rex asked in surprise.

"Well, she got in too deep. After the woman we have now put a name to, Cinder Fall, acquired the Maiden powers, she ended up trying to fight her atop Beacon tower. She failed in the end. The only reason we have any idea of where she was, was the bronze circlet on her head still lying there when I retrieved Ruby. I didn't get a chance to grab it however, too many Grimm coming in and I had to get Ruby out first." Qrow said sadly.

Rex sighed. "I should have been there… things would've been so much different if I hadn't stopped to fight Adam Taurus on the grounds." Rex bit his lip.

"You say that, but I'm fairly certain Yang and your special sweetheart would not have made it out alive if you hadn't done what you did." Qrow responded.

"Special sweet… how do you know about that?" Rex's face shot up, questioning him.

"Trade secret, I have ways of getting information. I'm the best in the business you know." Qrow said with a smirk.

"Bah. Just don't go around preaching it to the hills…" Rex mumbled. "Though at this point I don't think that matters much. Where is she by the way, as well as the others?"

"Weiss… well her father has impeccable timing. Not too long after we got her and most of the other students out, he arrived and took her away. She already en route back to Atlas. As for that other mentor girl, Sanguine, well we haven't seen her since the start of the battle. None of the remaining members of JNPR could recount seeing her anywhere. She is presumed dead." Qrow said.

Rex bit back a curse. "Weiss taken by her father and Sanguine gone. Not good. I wasn't exactly fond of Sanguine, but we need everyone we can get right now…" Rex noticed Qrow was dodging around part of the question. "What about Blake? You still haven't said anything about her."

"Blake is… well simply put, once she landed at the safe zone and got medical attention for the wound on her abdomen, and made sure her teammates were alright, she ran. We figure she's somewhere in the cordoned off part of Vale, but we don't have anyone who can go find her at this time, much less anyone skilled enough to do so. She may be long gone by now." Qrow looked down a bit.

"Dammit Blake!" He slammed a fist onto the floor of the shuttle, gritting his teeth. He then took a deep breath to calm himself down. "Ok. This is ok. This is fixable. I can find her. It may take some time, but I found her halfway across the world once, I think I can manage it halfway across a city. I just need time." He shook his head. "And what about Ozpin and our enemies?"

"Ozpin is…missing." Qrow gestured to the cane leaning against the wall next to him. "As for our enemies, their trail seems to be leading back to Haven, in Mistral. That is where ill beheading after ive made sure Ruby and Yang are going to be alright."

"Oz too huh. I should've been there…Things would have been so much different if only I had actually done my job right…" Rex mumbled. "At least we have something. You said Mistral yes? I planned on going there with Blake to try and sort some… internal problems out."

"Yes, Mistral. And what do you mean by 'internal problems'" Qrow asked curiously.

"Well, simply put, I made a mistake many years ago, and I ended up getting some form of dark… thing trapped inside of me. It tries to take over whenever I have moments of high emotional stress. Lately its been pressing harder, making it difficult to sleep and such. I need to go back to my old monastery, where I made the stupid mistake and ended up getting it, and see if there is any way I can either get it out of me, or control it." Rex said quietly.

"So, an exorcism is what you need?" Qrow said with a slight chuckle. "Well, I suppose best of luck in that. I don't have anything that could be of any use on that front. But, if you are going to be in Mistral, find me there. I'll let you know where when the time comes."

Rex nodded. "Gladly. Need to stop this mess before it gets even worse. But first, I have someone to find."

The shuttle finally touched down in Vale, the shuttle door lowering slowly next to them.

"Best of luck in that." Qrow said, getting up. "If you want to check on some of the students, I think a handful are awake right now."

"I can but it will have to be quick. Every minute I lose is another minute Blake is on the move." Rex said, standing back up.

"Of course. I'll leave you to it. Good luck in your search. See you in Mistral." Qrow said, walking down the ramp of the shuttle with Ozpin's cane in hand.

Rex watched him leave, then stepped out of the shuttle following. He walked along the street, cordoned off with barricades. The safe zone was large, but a far cry from the entire city. In the now rising sun, he caught sight of the massive field hospital that had been set up, the white tents and large amount of people making it impossible to miss.

He began walking among the rows and rows of people, some laying on cots, others distributing medicine and food supplies. The place was packed, far too many in too small of an area. He had to fight his way through the crowd of new refugees to enter into the large tent in the center of the formation.

Inside he saw rows upon rows of wounded. However, it didn't take him long to spot out a couple of familiar faces. Trudging over to them, he put a hand on the blonde boy's shoulder. "Jaune."

He whirled around in surprise. "Oh, hey Rex. You're alive…" He seemed a bit downcast. "At least that's someone else who isn't down for the count." He said, gesturing the Ren, Nora, Ruby, and Yang, all asleep behind him.

"Yeah. I heard about everything that happened. And… I know about Pyrrha…" He trailed off.

Jaune shook his head. "No. Its alright. It wasn't your fault." His fist clenched in his hand. "I just wish we had been stronger, better. Maybe all this wouldn't be happening right now. Both teams broken apart. We still don't even know what happened to Sanguine."

"We can find her later. Assuming she is still alive that is. The important thing right now is that you all rest up. I'm going to go looking for Blake. Maybe try and get her back in the right frame of mind. I was told that she… bolted after seeing you all this way. I think she blames herself for at least some of your injuries." Rex said, nodding particularly in Yang's direction.

Jaune sighed. "She has no reason to. She could never have known this would happen. No one did…" He sat down on a bench next to where Nora and Ren were resting. "I just don't know what to do now."

"Truth be told, right now all you can do is recover and try and regroup. You still have Ren and Nora to watch after. And Ruby and Yang could always use another friend to support them after all of this. After finding Blake, I'm going to be heading to Mistral. It seems to be the place that everything is converging at as of late, and I have things I need to sort out myself there." Rex said.

"Ah, I see." Jaune said nodding. "Well, I don't know that I would make that journey by myself. Maybe sticking around with these guys is the best idea after all."

"And I think that it would be ideal for someone to stay behind and watch over these guys." Rex gestured to the four lying next to them. "They need someone to guide them, and while I'd like to stick around… I've got to make amends of my own, as much as it pains me to have to leave them behind for the time being."

Jaune stood up. "You can count on me. I'll let them know you were here when they wake up." He offered a hand.

Rex took it and shook it. "That would be good. At least let them know I still care. Best of luck Jaune."

He released his hand, and turned to leave, giving the bustling tent one last gaze over, the rows of occupied beds a somewhat painful sight to have to leave behind. "I still have someone else who's in trouble… you have to leave these behind, they are in good enough care here, for the time being." Rex muttered, finally stepping out of the tent.

He worked his way quickly out of the field hospital, and in the morning sunlight, managed to use the shadow of a building overlooking another to phantom his way on top of the roofs. He looked out over the chaotic city of Vale, some small ships circling the city, firing down upon what no doubt was Grimm in the streets below. He would have to keep to the rooftops in order to stay out of the thick melee of Grimm in the streets, and the shells of dust that would be hammering down on anything in them from those ships.

He ran forward and began jumping from rooftop to rooftop. He had a lot of searching to do if he was going to find Blake before the day ended, and he didn't intend to stop until he found her.

* * *

Hours later, Rex stopped on another rooftop. The sun was setting behind him, he had spent the entire day searching all of Vale for Blake, but do no avail. He refused to give up however, and after he caught his breath once again he began running across the rooftops of several apartment complexes, just as deserted as the previous ones, and the ones before that. It was a ghost town, well, save for the hordes of Grimm that he was forced to sneak by. Some areas were denser with Grimm than others, wherever they were coming from, the hole hadn't been plugged yet it seemed.

He had picked up what few items that he could along the way however, some food and water from a forgotten supermarket, getting lucky and only having to fight off a handful of Grimm for the rights to claim his provisions. A few extra packages of dust from a shattered dust shop, and some spare clothes and some gear for traveling. There was no way it all would fit in his satchel, and he had been forced to swipe a backpack to contain it all as well. He didn't take pride in looting shops, but then again, no one would be making use of them for a while, and any losses would be attributed to the Grimm.

After several more minutes of searching, he thought his eyes betrayed him. He could make out another figure running along the rooftops a short distance from him. It looked feminine, but he rubbed his eyes to make sure. When he looked again, the figure was still there in the dim light of the evening, running along the rooftops away from him. It had to be Blake, who else would be out here in the middle of what essentially would be Grimm territory until Atlas and Vale militaries could clean the place up?

Finally having access to shadows again, he used his semblance to start closing the gap quickly. When he got closer, he could make out her raven hair, her signature weapon held in each hand, and called out her name. "Blake! Blake!"

The figure skidded to a stop, whirling around and looking towards his voice. He phantomed across the gap between them, and closed the rest of the distance quickly, coming to a stop in front of her. "Blake!"

"Rex." She said quietly, looking down at her feet. "You… are alive… and came searching for me? Why?"

Rex frowned slightly. "Why would I not?" He moved closer to her. Finally, she sheathed her weapon, putting it back onto her back.

"It's all my fault. Yang was injured, the White Fang invaded the school, with Adam's biggest intent on hunting me down, and worst of all, when you didn't come back out after an hour, I thought you had been killed. All because I wasn't strong enough to handle my problems on my own!" Tears started coming to her eyes. "It's safer to stay away, then no one gets hurt because of me…"

"Blake, that's ridiculous. You had no control over anything that happened tonight. As you can see, I am alive. That's one thing off of your mind, No?" Rex said, putting a hand on her shoulder.

"Yes… that is a great comfort to me… but Yang, the others, I can't keep getting them hurt because I'm not good enough." She said sadly.

"Then come with me. I trained you for over a year, I can keep helping. I still need to go back to Mistral, and sort out all of this that has been hiding inside of me. You did say you wanted to come with after all, maybe now is the time that you do so. If not for me, then as a way to better yourself so you don't have to run next time. These are wounds that can heal, but only if you let them. Running away from us only makes everyone hurt more." Rex said, pulling her close into a hug.

Blake let tears shed down her face. "Y-you're right… I'm just… being stupid. I will come with you… Seeing Mistral again would be good for me. And… maybe then I can come back and apologize for everything that I've done wrong. But right now I can't bring myself to face my teammates yet. It hurts too much." She said quietly, hugging him back tightly.

"That's good to hear. I had hoped you would come to your senses quickly. I know its hard to just try and stick around when the going is tough, but I'm here to help you work through everything, if only you are there for me as well. You do remember that the monastery isn't exactly kind to me anymore. We will be jumping into this headfirst when we get there. There wont be any running away, no hiding, and no backing down. I have no idea how things will go when we get there, but I would rather have you there with me than go through it alone." Rex said calmly, rubbing her back gently.

"I understand… and I'm ready, whenever you are." Blake wiped away her tears, reigning herself in and nodding to him.

"Good. Then let's get moving. Mistral is a long way from here, and I'm already aware that those that truly caused this mess are making their way there as well. There will be a lot that we have to watch out for when we are there. Are you truly ready?" Rex asked, stepping back a pace.

"Yes. As long as I have you with me, I think we can handle anything thrown at us." Blake said more confidently, pulling Gambol Shroud back off of her back.

"Good. Then let's go. We have a lot of walking to do." Rex said, offering a hand to her.

She took it, squeezing it tightly, then they let go. They began hopping from rooftop to rooftop, finally heading off in the direction of Mistral, and new goal in mind.

* * *

 **A/N: Alright, so now that we have finished through pretty much all of the canon events. I'm likely going ot take a week off to ensure the rest of my story is planned out properly. I was pretty satisfied with this chapter as a whole, I hope you guys enjoyed it too. We have a lot of things that are still left unanswered however. Dont worry, all in due time. Let me know what you think, and what i can improve. I've seen a lot of feedback that, while not as useful now, will definitely be great later on on different fics, or perhaps later on in this one. As usual, have a great week.**


	19. Chapter 19: Homebound

Chapter 19: Homebound

* * *

 _6 months later…_

The two walked along the small beaten path, both tired from the journey. It had been another long day, and the sun was setting behind them as they journeyed east. Rex glanced at his partner beside him, as usual, she had her amber eyes flitting around, watching for any signs of danger. He couldn't say he blamed her, while they were getting closer to Mistral every day, there was no excuse not to stay alert for packs of Grimm that could erupt from the nearby trees and brush.

That wasn't to say the road from Vale to Mistral had been all silence and gloom. They had stopped on the way out of Vale to grab some supplies and clothing. While it was mostly picking through some knocked out storefronts and killing Grimm, they had salvaged a decent amount of camping gear, some canteens, sleeping bags, and basic cooking supplies.

They had dropped most all of their old clothes too, far too torn up to even be useable after all the fighting. Rex looked down at himself. His leather boots were now very much broken in, worn down in several areas, and getting a lighter brown from the dark brown that they were before. His black combat pants were replaced by dark grey ones, a minor hue change to be sure, but enough. He had no choice but to use a dark green shirt, at least it would blend in better with the Mistral swamps than his white or grey ones would have. And beyond his boots, the only thing he kept from the battle was his black and red cloak, heavily tattered and somewhat shorter than before, but it had been through too much with him for him to just drop it and go.

Likewise, he glanced over at Blake again. She had done a full makeover since they had left. Her stockings, shorts, and short boots were replaced by a much longer pair of black heeled boots with golden accents that went up to her knees, as well as a pair of tight dark pants that tucked into the boots. They emphasized the curvature of her nicely, something he was most definitely not complaining about. Also gone was her vest and blouse, in exchange she had donned a black sleeveless top that stopped right t her stomach, keeping her midriff exposed. She also picked up a long-sleeved white coat, which had two wide tails that trailed down and flowed behind her. The only thing similar was the black bow she insisted on keeping over her ears, something Rex was still unsurprised about. Regardless, she looked absolutely gorgeous to him.

He shook his head slightly, refocusing. 'Bring it in Rex, you can oogle over her later, when you aren't on a dangerous tiny path near the edge of the Mistral swamps. She's focused, so you focus. You've gone 6 months now, let's not fumble and drop our guard too much on the home stretch and get bit for it.' He thought to himself, looking back up and at his surroundings.

They weren't quite in the swamps yet, but he could tell they were close. The usual oaks, maples, and green grass was getting replaced with tall grasses, cypress trees, and water ashes. More pools of water were visible on the sides of the path, and he could hear the running of a river nearby. Large vines were more common on the trees, and the trees themselves were getting closer together, blocking more of the fading light from above.

Finally, the two passed into a small clearing, free of major pools and offering a decent view of the evening sky. One path lead off far to the right, they had no interest in turning that way, the other, the one that they were on, kept going straight, right through the clearing and directly east. Near another edge of the clearing, the river Rex heard was flowing, the water crystal clear and moving fast.

"I think this might be a good place to rest for the night, we've been going pretty hard for the past few days. It would be nice to get an extra hour or two of rest so we don't arrive in Mistral looking like complete wrecks." Rex stated his case.

"Hmmm..." Blake thought for a moment, looking down at her feet. From her expression, Rex could tell she was aching from all the walking as much as he was. "I think that might be best actually. This does look like a good spot." She looked up at him, cracking a small smile, but her eyes spoke of tiredness.

"Good, then we can rest here for the night, we will even get to fill up water from the river." Rex said, walking over to a tree relatively close to the stream, and setting his backpack full of supplies, as well as his satchel down.

Blake followed him, taking her bag off as well and unclipping Gambol Shroud. She rested both carefully against the tree, grabbing her canteen.

Rex did the same, and the two of them walked down to the stream. They kneeled down and dunked the canteens in the clear water, letting them fill up to the brim. They both pulled them out, and Rex pulled some iodine tablets from his pocket, dropping one of each into their canteens. They shut them, and set them down, sitting side by side down by the stream while they waited for their water to be purified.

"Well this is a nice spot, I figured we wouldn't find anything that would be kind enough to be a decent sleeping area the rest of the way. I thought we might have to take up sleeping in trees again." Rex joked.

"What, you mean like when we were in that valley, and we woke up to a dozen Grimm just sitting there staring up at us one morning?" Blake laughed lightly.

"Well yeah, but this time there would be swamp water to run through to get away, unlike a convenient wide path that we can run down when we aren't interested in fighting." Rex said in return.

"Hmm. True, that would be much more difficult and a lot less fun, wouldn't it?" Blake said. She sat there for a moment, looking at the stream with him, the looking up at the rapidly fading light, the sky was turning from blue to hues of orange, red and gold.

She let out a yawn, stretching and then finally leaning over and resting her head on Rex's shoulder. She shut her eyes.

Rex smiled, putting an arm around her waist to keep her from falling backwards. "I figured you were more tired than you let on." He said, chuckling.

"Shush. I am not tired, I'm just resting my eyes and feet after a long day." She said, cracking a smile.

"Of course you are. But if on the off chance you do fall asleep, I'll just carry you to bed, sweetie." Rex retorted.

Blake sat up, opening her eyes. "Oh please, don't call me sweetie." She deadpanned. "You know I hate the mushy stuff." Even as she said it, her blank face faltered, and a hint of a blush crossed her face.

"I think that might be a bit of a lie, isn't it?" Rex replied.

Blake's eyes darted around in a slight panic, finally she relented. "Ok… maybe a small one."

"That's what I was thinking." Rex said with a smile, getting back up and grabbing the canteens. "But at least now we can set up camp. The water should be close to finished purifying. Care to join me?"

"Of course. The grass here is softer than usual, and the sleeping bag sounds amazing after the walking today." Blake responded, getting up and following him. When they got to their things, Blake panicked. "Ummm, where's Gambol Shroud? Where's Gambol Shroud?!"

Rex looked to where she had set the weapon down against the tree, and indeed it was not there. His head shot up and looked around, there's no way it could have gotten far. If it was a person, Blake's hearing would have picked them up, even in her tiredness. If it was an animal however… why would an animal take a highly sophisticated metallic weapon?

His eyes drifted over to the small off shooting pathway, hearing a faint clattering. Blake must have heard it too, as she suddenly sprinted off down the pathway in a panic, directly towards the noise, which sounded like metal scraping along the ground.

"Blake wait!" He shouted out to her, but she kept going after the noise.

"it's down here!" She shouted. "It's some kind of Grimm lizard, it's got my weapon and is moving fast!" Her voice started getting fainter.

"Dammit Blake…" he mumbled, grabbing both backpacks and his satchel and throwing them on. They were heavy, and would slow him down, but he could hopefully catch up enough to keep Blake in view.

He sprinted down the path behind her, bags hanging off of him. His good set of katars unlocked and slid down instantly, ready for if they got attacked. He was tripping over roots on the ground, rocks getting kicked out of the way, and the twists and turns made it hard for him to see anything but flickers of Blake in the forest.

Finally, he began catching up to her. He could see what she was chasing after, a small Grimm lizard, a Young Komodo if he recalled correctly. It was about a meter long, perhaps less, but it was extremely fast for the load it was carrying, which was indeed Blake's precious Gambol Shroud, getting dragged by the ribbon down the hill. Blake kept trying to make grabs for it, but the Komodo was moving far too quickly for her to land on the weapon, and to land on the Komodo's back was a death wish. It had dozens of bony spikes on its back swept backwards, as well as armour plating on the majority of the top and sides of its body.

The only area's exposing the black flesh of the Grimm were underneath, and on its somewhat lanky legs, which looked slightly out of place on its body.

He finally caught up to Blake, who had come to a screeching halt. He quickly assessed why she had stopped chasing it, the Grimm had taken her weapon into a cave. "It's baiting us in." Rex said.

"I know, but it has my weapon!" Blake said, coming to tears. She had put a lot of time into making and practicing with Gambol Shroud, there was no way she was parting with it that easily.

"I know, which is why we will go in together. Who knows what's inside of there. There could be more of them… and bigger." He set the bags down at the entrance to the cave, where they would be easy to grab on their way out. He opened his satchel, and fished out one of his broken blades. He handed it to her as she looked on, a tear still persisting in her eye.

"Hey…" He wiped the tear away. "Were going to get it back, don't you worry about that. Nothing is going to stop that. I just need you to take this blade to protect yourself, and grab hold of my hand and guide me through the cave. I can somewhat see with my eye, but since only one eye has that ability, it is really hard for me to have any kind of depth perception in the dark, so you will still have to be my eyes, alright?"

She sniffed, taking the blade from him and gripping it tightly. "Alright. I will." With her free hand she took his.

"That's my girl. Lead on, we have a weapon to retrieve." Rex replied.

They took a step into the darkness, and began their descent.

* * *

The cave was cold, a big change from the somewhat muggy and hot air outside. They kept as close to the wall as possible, Blake pulling Rex along as she led him.

"You know, remember the last time we had to go into a cave together?" Rex asked quietly, managing to avoid tripping on a rock with his half perception in the dark.

"Yeah I do. This time don't you get any ideas of dying on me afterwards, my heart couldn't take it twice." Blake retorted.

"Please, I've had enough death scares for a lifetime already, and I couldn't bear to put you through that pain again regardless." Rex said.

"Well that's good, I like having you all in one piece." Blake smirked in the dark, unfortunately, this romp in a cave was not nearly as amusing for her, Rex wasn't tripping every 10 feet like he was last time.

Suddenly she froze, her ears twitching as they neared an opening. "Stop." She said quietly.

"Hear something? See something?" Rex asked, barely above a whisper.

"I think… I think I hear breathing in the cavern in front of us. But I'm not sure. Unfortunately, there is only one way we are finding out however. I think I can see my weapon at the back of the cavern…Its got a bit of light coming down from the top." Blake said.

"Yeah, I see the light. There's just barely enough that I think i can operate on my own. But still, don't let go unless we need to, better to stick together." Rex breathed out.

"Yeah, believe me, I don't plan on it. I'm stuck with a piece of broken steel until I get my weapon back." Blake deadpanned.

"Hey! That is a damn good piece of steel you have there, it only shattered because it blocked a ridiculous amount of power from Adam's weapon!" Rex retorted.

"We can discuss that later, let's just… let's just get Gambol back." Blake conceded.

"Fine by me." Rex said.

The two walked forward, into the dimly lit cavern. It was massive, the walls of the cavern were wide, leaving a huge, almost arena like area that was lit up by a single small hole in the roof of the cavern, light trickling down from above, but it was fading fast as night was setting in. Blake spied Gambol, lying on the floor near the back of the cavern. "There it is!" She tugged Rex forward, going for the weapon.

"Blake wait!" Rex pulled her back, and for good reason. A moment later, what Blake thought was a rock at the back of the cavern rolled over, revealing a massive back covered in rows upon rows of bony spikes. Likewise, the beast's head had more swept back spikes all around it, as well as on its lanky legs, and extremely long tail. "That's a fully grown Komodo!" He hissed, pulling her behind him and stepping forward a bit, weapon at the ready.

The Komodo stretched a bit, before catching sight of the two of them. It let out a hiss and started clamoring towards them, running over Gambol Shroud. After it got up to speed, it went into a roll, careening towards them.

"Get out of the way!" Rex yelled. The two of them both rolled away right as it barreled past them, slamming into the wall and spinning back around. I let out a screech at them. They had been separated in their roll, both of them recovering and standing backup.

"Blake, make a dash for Gambol, I'll sort this thing out." Rex ordered, gritting his teeth.

"But I…" Blake started.

"Go!" He shouted back.

"Alright!" She dashed off, running towards her beloved weapon.

Rex walked towards the Komodo, making sure it didn't have an angle around him to go for Blake. The beast stalked towards him, sizing him up. It made a mad swipe at him, far faster than Rex had thought it could move. He was just barely able to roll under the jagged limb in time. He made a swipe for its face, but the bone plating only netted him some minor damage, however a few spikes were cut off by the razor sharp blades.

The beast screeched at him, lunging at him and trying to crush him. He was forced to roll once again, narrowing avoiding the crashing body. This time, he got a long swipe in on the creature's left side, getting in between the armor plates and cutting a deep gash into its side.

It screamed in pain, then went into a series of tailspins which forced him to back off. The spikes lining the tail were far too dangerous to go anywhere near. Despite what should have been a heavy and debilitating blow, this thing was still running strong.

It let out a screech, and opened its mouth wide. It shot out a series of crystals at him, jabbing into the floor and breaking everywhere they landed. Some of them hit him, causing him to wince from the pain, but he held firm, getting out of range of the crystal breath from the Komodo. Maybe in a different environment he could kill this thing much easier, but with the low light and no explosives, he was going to need help with this thing. He just hoped Blake would get back to him with her weapon soon.

* * *

After they got split up, Blake made a mad dash for her weapon. However, her little friend from earlier had different ideas. It jumped on top of her, dropping her to the ground. It tried gnashing at her face, only being stopped by her keeping her arms up and holding it far enough away not to get mauled by the little demon.

"Get off me, you stupid lizard!" She shouted, finally getting a good angle on it and jabbing it straight through its soft underbelly with the broken blade she was given. Immediately she was thankful Rex had the foresight to give her something to protect herself with, else she would have been at the thing's mercy, hoping that Rex would get unoccupied long enough to help her.

She pushed the rapidly decaying corpse off of her, and got up. She ran over to Gambol, scooping it up and looking it over quickly. Everything about it was intact, the scrapes were nothing to be worried about, there was no dirt in the blade or pistol, and everything seemed to be in order. She sighed in relief, she had her weapon back, and she was already feeling much more confident about the situation with the familiar blade in her hands.

She put the broken blade on the magnetic clasp, which she strapped around her torso again, bandolier style, and pulled the katana portion out from the cleaver. She was ready to go.

She turned to see Rex fighting the Komodo, and while he seemed to be winning, it was only a pyrrhic victory at the moment, as he was getting pressed backwards by a hail of crystals. In his defensive state, the beast lunged at him again, this time she didn't think he would have time to dodge while recovering from the crystal breath.

She dashed forward, and right as it was about to get on top of him, she shoved Gambol's katana forward and plunged it deep into the beast's neck, making it drop to the side and onto its back, squealing in agony. Rex wasted no time in following up, making three deep pairs of gashes along the entire length of the Komodo's underside.

The beast howled and shrieked. The two of them stepped far away as it thrashed around violently, making another loud shriek and going into a death rattle. Finally it stopped moving, and they could catch their breath.

"Thanks… for the blade. It saved my life…" Blake gasped out, putting Gambol Shroud away and offering him the broken blade back. She put her hands on her knees to catch her breath.

"Likewise, thanks for having my back. I wasn't looking forward to getting jumped on by a giant crystal breathing lizard." Rex replied, also winded from the encounter.

"SCREEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!"

"Ummm… What was that?" Blake asked, looking up. The sound came from deeper inside the cavern. And was met by several more shrieks in reply.

"Crap… there's more of them. Looks like we don't get to catch our breath quite yet!" Rex grabbed her hand and pulled her along. "I'm not interested in fighting that many inside of here either, I think it's time we bow out!"

"Agreed!" Blake responded, running along behind him. She took the lead and started quickly getting them out of the cave. She had what she wanted, and she wasn't interested in sticking around for a party.

* * *

The two of them burst out of the cave coming at a full sprint. They stopped only to grab their bags and sling them over their shoulders. Rex dropped the broken blade back into his satchel, and the two of them took off into the forest once again.

In the failing light of the evening, the lost track of the pathway, but they didn't care. They didn't intend to stop and get their bearings until they were long gone from that cave. They ran for a solid 5 minutes, before finally skidding to a stop at the edge of a tree line.

Both of them were breathing hard, holding their knees and panting at the ground. Finally, they looked up at each other, and mutually cracked a smile. Blake started giggling, leading Rex to do similar. They broke down into laughter, dropping to their knees and grabbing hold of one another in a delirious hug.

After a few minutes in their hilarity, they finally recovered, standing up and dusting themselves off. "That… that was too close." Blake said.

"Indeed it was, but it was well worth it in the end. We got your weapon back, and we got out alive. We also slew a Grimm neither of us had fought before, so I call it a win." Rex said proudly.

"I can get behind that. But now we've lost our perfect spot for the night." Blake replied.

Rex looked up at their surroundings. Just a few paces off, the tree line dipped back, revealing a cliff, and a small grassy area above it. "I think I just found our spot. Come on!" He took hold of her hand and dragged her along behind him. When they reached the cliff, they had their breath taken away.

It overlooked the entirety of the Mistral swaps, from there, they could see the lights and buildings of Downtown Mistral, as well as many other buildings in other districts of the city, including Rex's old Monastery, sitting on a plateau on high, at the northern end of the city. All of it was bathed in the last vestiges of the setting sun, and the stars were coming out. It was a view both of them had sorely missed. They hadn't been back to their hometown in a long time.

"I think I like this spot." Blake said, breathless.

"I do too. It would be like old times, getting to sit under the stars, no one to bother us." Rex said, dropping his pack and satchel behind him on the grass.

Blake did the same. "It would be like old times, wouldn't it?" She knelt down and undid the straps on her backpack, pulling out her sleeping pad and bag. Rex did the same, rolling them out in front of him and dusting them off.

"Oh god… that thing must have messed with my bag too, my sleeping bag is all torn up inside…" Blake grumbled, looking at the shredded fabric.

"Hmmmm…" Rex looked at it for a moment, sitting down on top of his own bag, and unclipping his katar rails from both arms. He set them to the side, next to his satchel and pack. Then he turned back to her. "I think I have an idea, but first you need to come here." He motioned to her.

She pulled both of her boots off, rubbing her feet for a moment, before finally moving over to him and sitting in front of him. "So what's your idea."

"You know what else reminds me of old times? This." Rex replied, leaning forward.

"What are you-Mmmph!" She froze in surprise, as his lips captured hers. Rex's arms wrapped around her waist and pulled her close to him. After her initial surprise, she fell into the kiss, putting her arms around his neck and reciprocating. After all of the events of the day, it was a nice reminder, that in the end, they were still a couple. They hadn't really gotten to act like it much the past few months. Now, with the breathtaking view and the calm night setting in, she supposed this was a good of a time as any. Who knows what tomorrow might hold.

After a minute or so passed, they finally released each other, looking at each other breathlessly. They went at it again, kissing hungrily until finally Rex fell backwards, the two chuckling slightly as they hit the ground.

"So… beyond that… what was your idea?" Blake asked, a genuine smile on her face for the first time in a while.

"Well, there's only one useable sleeping bag, why don't we share?" Rex said with a smirk.

Blake blushed lightly, she wasn't sure if it was the warm wind on her face or his suggestion, although she was grasping at straws for that, she knew what it was. "Yeah…I-I suppose that is a good idea, out here under the stars. That would be nice."

"I hoped you would be alright with that. I didn't want to force anything on you." He responded. Rex gestured to the sleeping bag, rolling off of it and onto the grass. "Ladies first, of course."

"Always the gentleman." She wormed her way into the sleeping bag.

"I try." He pulled off his boots, setting them neatly next to the rest of their things, then pushed his way into the sleeping back behind her. The bag was a bit tight with the both of them inside of it, pressing their bodies right up against each other. Blake had her back to him, and he wrapped his arms around her waist.

"Mmmm. A bit tight." Rex said as he got comfortable.

"As if your complaining." Blake muttered, but she nestled herself against him, the sleeping bag warm from their two bodies.

"Very true. Very true." Rex chuckled, looking up at the starry night sky. "This is a nice way to spend what is likely our last night in the wilderness."

"It is." Blake whispered, looking up as well. "In the morning we still have to cross the swamps though. That might be a problem."

"Yeah, but we've been through worse. We can handle a trek through them. Its where we are going on the other side that worries me." Rex replied, shutting his eyes.

"We will be fine; I'm sure they will see reason." Blake said half-heartedly, shutting her eyes as well.

"I hope so. I didn't leave with many allies the last time I was here. But we've come too far to let that stop us." Rex said, holding her a bit tighter.

"We have… But that's for the morning. For now," Blake yawned. "We sleep.~"

"Agreed. Good night Blake. Love you." Rex said tiredly.

"Good night. Love you too." Blake replied, falling asleep soon enough.

* * *

The sun rose over Mistral the next morning, finally waking the duo on the cliff overlooking the swamp. Rex awoke first, to the sight of Blake's raven hair enveloping his face. He shut his eyes for a moment, just enjoying the silent moment until she started stirring as well. "Mmmm…" She muttered out waking up to being trapped inside of the sleeping bag.

"Morning beautiful." He said, holding her tightly.

"Uuuugh. Rex, we need to get up and get moving. As much as I hate getting up and having to stop this, we still need to get through the swamps…" She grumbled, still trapped by him.

Rex sighed. "You are right. I'm just trying to lighten the mood a bit. I know you aren't a morning person, just trying to make this last morning out here a bit different than the usual 'wake up wordlessly and get started down the path like we hardly know each other because we're so tired and anxious' manner that has plagued us the past few months."

"hmmm, you are right. We have been a bit on edge after everything that has happened, but we've also had a lot of adventures along the way so far." Blake said, sitting up as he released her finally.

"We have. I suppose you are right however, just one more day and we can let ourselves relax a little bit. At least we won't have to worry about Grimm hopping out of every corner." Rex said, sitting up and stretching as well.

The two of them spent several minutes packing up their things, and putting their shoes back on. With a mutual nod, the grabbed their things, and got back onto their path after some searching.

* * *

They had entered the swamps to the west of Mistral, all of the trees blotting out a lot of the sun from above, the cypress, ash and juniper trees had completely overrun the oaks and maples that had gotten fewer and further between as they neared the city. Thick vines hung from them, trailing down into the murky swamp water below.

Ferns, thick grasses and cotton reeds sprouted up from all the standing water as they wandered through, avoiding the deep pools as much as they could, but the trail essentially disappeared and they had to try and track on foot where they were going.

They wandered for more than an hour, the hot and muggy swamp making them sweat more with each passing minute. Finally, they stopped, taking a breather and looking around.

"Hmmm… Something isn't quite right…" Blake muttered, her ears twitching. The swamp seemed to be silent here, almost too silent.

"What do you think it is, Grimm?" Rex asked, letting his weapons slide down on their rails.

"No… it's too quiet for that. Grimm would cause a stir, it's like… It's like were being watched." Blake replied, gripping the handle of Gambol Shroud.

"That's because you are." A voice came from the swamp. A figure came out from behind a cypress, trudging through the deep marsh.

The figure was clad in a full suit of armor. It was primarily a dark green, but had accents of gold and viridian intermixed. What looked like a small launcher was attached to the shoulder of the suit, and it appeared to have a jetpack attached to the back of the suit as well. The suit was covered in several layers of cloth, in varying shades of brown and green, blending it in with the swamp surroundings better.

From a quick survey, Blake and Rex could see the person was carrying some form of rifle, maybe a carbine or an assault weapon. There was a pistol strapped to the waist, in varying shades of green, and a wicked long curved dagger strapped to both thighs.

"Who are you?" Rex asked hesitantly. The figure suddenly shot out of the marsh water with the assistance of the jetpack, landing with a thud on the ground in front of them and rising slowly.

The two of them stepped back as the figure looked at both of them in turn. Then the black visor and green helmet retracted, revealing a slightly pale face and long blonde hair. The feminine sculpt of her face told them all they needed to know without hearing her voice properly.

"My name is Flavia Viridis, commander of the Mistrali Dragoons." She replied, giving a small smile.

* * *

He walked through the door of Menagerie tower, with the assistance of two henchmen. His blood red hair had lost some of its luster after his last fight. He supposed he should be thankful he got lucky, that that white light had basically saved his life. All he could feel however, was anger, hatred, malice. Things that he normally felt for anyone who wasn't a faunus, but now it was more focused, more centered on that one man. Logan Rex.

"Mr. Taurus are you going to be alright? Do you want to have medical take a look?" A Fang asked.

"No. I will be fine. I just need to rest." He said with a wince as he sat down in a chair, leaning back and resting Wilt at his side. "What I do need, is for someone to rally the scouts."

"Yes sir!" Another member saluted and left.

"I have a target that I want brought here. Relay this message." He looked at a scribe as he said this, even behind his mask, his gaze was piercing.

The scribe nodded and drew up an order.

"I want eyes on Blake Belladonna. I want her brought to me. Alive. She will suffer for her betrayal of us, and where ever she is taken, Logan Rex is soon to follow. I will not rest, until his corpse is hanging from gallows in front of Menagerie tower. Only then will I allow Blake to die, when she realizes she had nothing left in this world. I want blood, and I want it now." He said resolutely.

* * *

 **A/N: And so the next arc of Twin Shadows begins! I know some were wondering if i would just wait for Volume for to come out before continuing, ad to that i say: I will not. I doubt that Volume 4 will go in the same vein as this story will go, but regardless, i will take inspiration from it as it releases tohelp with some of the people's journeys who are not Rex and Blake. Especially seeing as there is a lot of stuff that will get covered before i reintroduce most of the main cast again in this arc, there is more than enough time for that. So until then, let me know what you think, what i can do to improve my writing, and have a good week.**


	20. Chapter 20: Mistral

Chapter 20: Mistral

* * *

"Flavia Viridis…I can't say I recall the name." Rex said.

"Many don't. I was only promoted 3 years ago. It's perfectly alright." Flavia replied, reattaching her carbine onto her back with a small click. "As per regulation I have to ask: What are you two doing out here? It is very rare we see anyone out here at all, much less an armed couple."

"Armed couple… how did you know we were…" Blake trailed off.

"Well, most traveler don't usually hold hands or have any form of banter when they are focused, that only comes when people are as in sync as a relationship. Also, when we heard you talk about being watched, most travelers would spread out to avoid being jumped at the same time, but you two stuck together. Just a few small things that are telltale signs to me." Flavia said with a small smirk.

"A fair assumption." Rex replied, letting the blades on his arms slide back up their rails, the broken ones pitifully scraping back to the top and locking in place.

"I see you two have been in a few scrapes, judging by that damage." Flavia said, pointing to the broken blades on Rex's left arm.

"Well, you aren't wrong, although this damage was dealt months ago. No Grimm could crack these, not a normal one at least." Rex said, sliding that set of broken metal back out again, the jagged edge where metal used to be shining faintly in the thin light breaking through the thick tree cover.

"Interesting. And where might you have fought something or someone capable of causing damage like that then?" Flavia inquired.

"Beacon. We came from Beacon." Blake said. She still felt a bit on edge, something about this woman told her she wasn't alone. Her calmness, you wouldn't find that in an outnumbered situation unless you were confident you had the upper hand. She supposed she did, with all that tech on her body, but even still. Blake was also taking note of every time she said 'we' instead of 'I', there was no way she was alone.

"Oh my, survivors then. We hadn't heard much since the feeds there were cut. We didn't know what happened. Care to fill us in?" Flavia asked.

Rex was about to speak, but Blake stopped him. "Us? Pardon me, but you keep referring to us as if you have a group with you. Care to fill _us_ in on that first?"

"Of course, where are my manners. I determined you weren't hostile after I first spoke with you. I'm just used to keeping advantages as much as I can. It's how you get by out here with as few casualties as I have." She raised her left hand, balled in a fist, and her arm at a perfect ninety-degree angle. She gave a short but sharp signal whistle that pierced through the swamp around them. "Alright boys, they have the all clear, you can come out and stop pointing guns at them now!"

The swamp around them almost seemed to move, figures in similar armour to Flavia, but with less ornamentation, came out from behind trees, thick vines, boulders, even some from in the trees themselves and underneath the thick murky water or the swamp. In total, a platoon's worth of men slowly made their way to the dry berth of land the three were standing on. Some jetted their way up, others just trudged out of the swamp, but all of them were holstering weapons, and were nearly as heavily armed as Flavia.

"Meet Omega platoon, of Talon company. These are some of the best Mistral has to offer." Flavia said, a slight grin to her face

"Oh." Rex and Blake said in unison, both equally surprised. There were far more people around than Blake had expected, at least 20, and even with her superb hearing and sight, she hadn't even noticed them.

Flavia couldn't help but let out a quiet chuckle at their expressions. "The looks on your faces…It's quite amusing."

They got over their temporary shock, and Blake adopted a slightly annoyed frown. The woman had good intentions, but she hated being stuck on the back foot. Maybe now would be the time to let Rex take the reins and be the voice for them, he was better at this stuff than she was in most cases. A light nudge in his side was all he needed to get the memo.

Rex stepped forward, clearing his throat. "Alright, now that we know we don't need to be on edge, we can answer your question now. Yes, at Beacon, we were there. My blades were shattered by a man named Adam Taurus, perhaps you heard of him?"

A couple of negative mutters could be heard through the ranks of the soldiers as they took places around them, some stopping to clean the swamp off of their weapons and armour, and others taking a lookout position. "Yes, unfortunately we all have. He is still infamous in Mistral, although we haven't seen him in more than a few years, many here hold grudges with him and the White Fang, both human and Faunus alike."

"Human and Faunus alike? You allow both in the ranks of the Dragoons?" Blake piped up suddenly.

"Yes of course I do, Faunus are just as good as humans when it comes to Combat, in some cases more so. Their night vision and increased hearing capabilities, as well as their excellent dexterity, are just too much of a boon to pass up on the battlefield. Is there a problem with allowing them in my ranks?" Flavia cocked an eyebrow, and seemed to dare Blake to challenge her on that front.

Rex made to speak, but Blake stopped him again. Yes, he was the better diplomat here, but she had this one. "No. In fact I'm glad to see some people around Mistral are getting much more open on that front. I remember growing up here, we both do." She pointed between herself and Rex. "And I remember days on end where I was forced to go without food unless he came to the park I protested at and gave me some because I couldn't afford any. When I couldn't afford to be a person." Blake yanked off her bow, revealing her ears to everyone present, the twitched lightly, finally free after so long.

"Ahhh, now it all makes a bit more sense. I don't know of many who go to such lengths to cover up their Faunus heritage, but in that same sense, I completely understand why. Even now, while things are improving, many still show open hate towards the Faunus." She stepped forward, past Rex, and placed a hand on Blake's shoulder. "What is your name?"

"Blake. Blake Belladonna." Blake replied.

"Well Blake Belladonna, know you have nothing to worry about when it comes to your Faunus heritage around us. Each and every one of these men and women earned their place here both in combat skill, and sound minds. They will never judge you by anything more than your character." Flavia said warmly, offering a smile and putting her arm back down.

"That's good to hear. It's a start I never thought I would see happen." Blake replied.

Rex stepped back over next to her, resting a hand on her shoulder as she tied her bow back on. "That was a hard thing for her to do, I'm glad it was worth the reveal." He said.

"Of course. When you commit that hard to hiding your true self, you usually have just as strong reasons for not wanting to be seen that way. Her secret is safe with us. Now, I shouldn't keep you two here in the swamp, no doubt you need to be on your way into the city. Would you like an escort through the swamp?" Flavia asked them.

"That would be good. Neither of us know these swamps well, it's been several years since we've set foot anywhere near the city." Rex responded.

"Then it will be so. Reiner! Diana! Front and center!" Flavia called out. A slightly larger soldier, towering over the lot of them, and a very thin one came as fast as they could, standing at attention in front of Flavia and dropping their visors.

"Ma'am!" They both said as they saluted. The taller one was a man no more than 25, with silvery blonde hair, and a scar running the length of his face, with dark green eyes. The skinnier one was a Faunus woman, who looked even younger than the man. She had amber colored hair, chocolate eyes, and two red fox ears that poked out from the top of her head.

"Escort these two to the southern gate. Once done, go ahead and head back to HQ, let them know sectors 6, 7, and 12 were cleared as per request. We will finish up our rounds and meet you there." Flavia ordered.

"Yes Ma'am!" They both sounded off, stopping their salute and then walking over to Rex and Blake.

"Reiner and Diana will escort you to the gate, as you no doubt heard. From there, I wish you good luck in the city. If it's true that you both haven't been here for several years, and I have no doubt that you are being truthful, you will find things have… changed." Flavia said.

Rex and Blake both nodded. But that was something they were not looking forward to hearing. "Understood." Rex replied. "Thank you for your assistance Flavia, I should also tell you that if you are heading the way we came from, some ways along that ridge is a Komodo nest, and there's a lot of them too."

"So that's where they've been coming from… Alright thank you, that makes this job a lot easier. We should be off now. And if you ever need more help, come by the barracks. I'm not around very often, but I like to try and spare time for others when I can." Flavia said.

"Of course. Good bye Flavia." Rex said for the both of them, Blake nodding as well.

"Good bye Rex, Blake." Flavia's visor shot back down, masking her face once again. "Alright, Omega platoon, move out!" The platoon of heavily armed and armoured soldiers loaded up quickly, and they all left with Flavia off towards the ridge that Rex and Blake had just come from, leaving the four of them behind in a few quick jumps from their jet packs.

* * *

Once inside the gates of Mistral, the two dragoons parted ways with Rex and Blake, taking off again along the wall as the couple watched them go. Once they were lout of view, Rex and Blake began the long walk to the northern end of the city, where the Monastery was.

"Hmm, Flavia was right, things feel… different." Rex said as they walked along, interweaving their fingers together.

"Yeah, you're right. Everyone feels… busier, more rushed. No one is out to get out, the only people around seem to be going around just to get things done, and not enjoy the weather." Blake replied.

Indeed, the people around them for one, were sparser than either of them remembered. In the southern part of the city, more people were usually gathered as well. It was the newer half of the city, with much taller buildings, skyscrapers, office complexes, apartments, and squares. While they were still bustling with a considerable amount of people, everything felt off.

They waded through the crowd, passing by store fronts and shops and the occasional street vendor, everything seemed fine, but the both of them could feel the tension in the air.

"It must be everything that happened at Beacon a few months ago. People are nervous." Blake whispered to Rex.

"Yeah, I can tell. Thankfully we look like hunters still, else these weapons wouldn't be sitting pretty with many people either." Rex whispered back.

"We should get moving. We can still catch a ferry to the Northern half of the city, across the canal, right?" Blake asked.

"I think so. The docks should be at the end of this boulevard… speaking of which, this is a nice boulevard. Maybe when things tide over we come back and spend a day here." Rex suggested.

"Perhaps, although that comes _after_ we get you sorted out." Blake replied.

"Oh of course. I'm looking forward to being able to get a proper night's sleep more than once a week." Rex replied as they reached the ferry. They managed to get on the ferry right as it was leaving the dock, taking it all the way across the massive canal, and to the other side of the city. There they got off, and continued their walk.

The northern half of the city was the older half. Filled with much less infrastructure. Less boulevards, tall buildings, and less people in general. Here, the old oriental and ancient styles shined through, with the average sized building being no more than 2-3 stories. Many more roads were snakier pathways, alleyways that cut between buildings, and bazaars filled with people. Beyond these bazaars, which seemed to contain the majority of the life of northern Mistral, this part of the city was much calmer, much more peaceful than the southern, more modern half of the city.

The only area's that were notably populated besides the bazaars were the riverfront, which they had long left behind on their walk, and the central park and Mistral council hall, which they round the corner to. "Wow, it's like we never left." Rex said as they walked along the sidewalk next to the huge park.

"I remember all the days the two of us played in this park together, after I had finished helping protest at least. It always made me happy to have someone who would spend time with me even though I was a Faunus, and you might not have realized it, but you playing with me helped more than just me get through the days." Blake said as they walked along.

"Oh? Do tell." Rex replied.

"Well, while for one it was good for my mental state and well-being to have a friend and someone else on the outside who actually cared and didn't treat me like dirt, many of the adults got the chance to talk with Master Oda and learn things from him. He was very wise, probably where you got your wisdom from wasn't it? On top of that, just the fact that everyone else saw a Faunus girl and a human boy playing together gave them hope that their cause wasn't for nothing, and gave them hope that the next day would bring progress." Blake said, remembering some of the days they had played together in that same park.

"Wow. I had never really thought about that. I guess I was too busy enjoying myself to really pay as much attention to the big picture. But that does bring up something. Master Oda. When I left, he was probably one of the few, if not the only one who wanted me dead for what I did. I wonder what happened to him." Rex thought aloud as the park faded into the distance, and the familiar Shinto arch came into view.

"Well we won't have to wait long. Looks like this is it." Blake said, looking up at the monastery on high, towering over them.

To anyone else, the monastery would have looked slightly intimidating because of how high it was, but nothing more. To Rex however, it was a foreboding image. The last time he was here, nearly all of its inhabitants wanted him dead, executed for what essentially was heresy to them. Now he was walking back into the hornets' nest, and he was going to have to do it willingly. He took a large gulp.

Blake looked up at him, squeezing his hand. "It's alright. You've got this. I'll be here with you every step of the way. They will understand everything once explained… I hope." Truth be told, Blake wasn't entirely convinced herself, but they were here now, and there was no other way they would be able to solve Rex's dilemma without at least checking here. They were convinced something here was the cause of his nightmares, so here was where they were going to go to stop it.

"Yeah. Yeah. This will be fine. Let's… let's just get this done with." Rex said, a bead of sweat trickling down his cheek.

Blake grabbed his far shoulder and turn him towards her. "Hey. Look at me. We will get through this. You will be fine. They might not like you, but they would be stupid to attack you with me around. I've done nothing wrong, and two of us working together can get through almost anything. So let's go up there, and get your mind back. Ok?"

He nodded much more confidently this time. "Yeah. Ok. I can do this. _We_ can do this."

"That's what I wanted to hear. Now let's get climbing." Blake said.

The two of them passed under the archway, and began the long ascent up the massive winding stone staircase to the top of the monastery, not knowing how they would be received when they reached the top.

* * *

When they reached the top of the steps, the massive oaken doors were open for them, seeming to invite them in. The two of them stepped through tentatively, entering the courtyard Rex remembered he trained in every morning with Oda when he was a kid.

Once inside however, the doors slammed shut behind them, and a dozen monks filed out slowly, cautiously, from both doorways leading deeper into the monastery. They were dressed in light grey combat robes, pulled firmly over their bodies to keep them from loosening up anywhere along the fabric. Similar colored masked covered their mouths and noses, leaving only their eyes visible to Blake and Rex.

They formed a semicircle around them, leaving no route for escape. Both Blake and Rex tensed up, not liking how this was going so far, but they kept each other's hands intertwined, and made no sign of fear or weakness in their faces.

Another figure, dressed similarly, stepped forward. Instead of being armed with a sword or katana, he had a pair of Sai's instead. He cleared his throat briefly, then spoke. "Logan Rex. I am surprised to see you still live, yet as the grandmaster thought, you are in fact still alive, and decided to return. How interesting. Why, I must ask, did you decided to return to the very place that wants you dead for what you did? And who is this that you have brought with you?"

Rex took a deep breath before responding. "I have returned because I have been having nightmares, urges, problems. And I believe they are being caused by the power I inherited from the tome I read. I was hoping to find answers, but I see only hostility. I have brought her along because there is no one I trust more to help me, her name is Blake Belladonna."

"A wise answer. And well thought out. Regardless. The grandmaster will want to see you. If you will follow us, you will not be harmed, by our sworn oath to both the grandmaster and the goddess Statera." The man replied.

"Yes, of course." Rex said hesitantly. He and Blake stepped forward and were flanked by monks on all sides, and they were lead into the monastery. They passed through a few more courtyards, open air hallways, and rooms, until they around outside the slightly agape doors that he remembered fleeing from years ago. The grandmaster's chamber.

"Inside. He is waiting for you." The man said, gesturing for them to enter.

Rex gave a nervous squeeze to Blake's hand, before being forced to release it as they entered inside. They stuck close together as they walked past the large pillars of the dim room. In the center they could see light shining down on a man with his back turned to them. Rex didn't recognize him as the grandmaster from when he left, was it just poor memory, or had a challenge been issued, and if so, who would risk something so bold?

As they neared him however, he stood up, and began to turn, that's when Rex realized something. He did recognize the man, but was remembering the old grandmaster. The new garb in question was immediately familiar to him, black with red lines and a white fringed collar. The katana on his hip, edged with blue steel. "No way…" Rex began as the man turned around fully, his dark hair tied in a bun on his head, and his tanned face covered in a smile. "Master Oda?" Rex said in shock.

"Yes, Rex. Although it is 'Grandmaster' Oda now. It has been some time, has it not?" Oda said.

As per ceremony, Rex collapse to his knees, kneeling in front of Oda. A sign of respect. Had it been anyone else, he would have forgone any formalities, but to see Oda again, and in this position, it was something that gave him hope that he made the right choice returning. Blake, no knowing what else to do, followed suit, kneeling down on both knees in front of Oda.

"It has Master. Far too long." Rex said, still kneeling.

"Please, Rex, stand up. I don't require nearly as much pomp and circumstance as the last grandmaster did. So long as I know you respect me, that is all I require of anyone. You as well miss… my, my, If my memory still holds… you look like Miss Belladonna young lady." Oda said with a chuckle.

The two of them stood up, dusting themselves off. "Yes, this is in fact Blake, the Faunus girl I played with as a kid when we both lived here in Mistral." Rex said.

Oda chuckled again, putting both arms behind his back. "I remember the day she left, it was like all the light of the world left your eyes. You ever were the same after that. And after all of the things that happened, you both somehow found each other again. I must say, while I had faith, I didn't expect it to happen."

"Indeed, we found each other at Beacon. I was the mentor of her team." Rex responded.

Oda's eyes widened slightly. "So you were at Beacon. I had a feeling, but never acted on it… so I can assume you were there months ago when it fell?"

"Yes, we've been walking here ever since. For answers, for help, and because there was nowhere else we had to go after everything collapsed." Blake said.

"Yes we did, and there's no one else I would rather have walked that road with." Rex said immediately after, taking her hand in his briefly.

"Ahhh. I see how this has developed." Oda said with a small smile, but his face went serious soon after. "But answers… that is something we are all looking for right now. I don't know how much I can help you, but perhaps you can help me with something that is mutually beneficial."

"Oh… and what would that be?" Rex asked.

"There is a chamber below this one. It has remained locked ever since you ran away years ago. It contains the tome you opened, and only that tome. Ever since you opened it, it hasn't quite been the same, and it worried some of the other brothers. So we locked it away properly this time. However, from what we can tell it has been…. Acting up recently. Perhaps it is tied to whatever you may be coming here for, but I will have to ask you to help me with this problem." Oda said.

"I… I suppose I could. And that might be what has been causing all these nightmares." Rex thought for a moment. "Yes, I'll do it. I think it might be the only way to sort out everything that's been going on in my head."

"Good. If you can succeed in this, then a problem may be solved for both of us, and it would redeem you to your brothers. While some have changed their ways and seen that what you didn't was not necessarily inherently wrong, many have remained neutral or hold malice towards you. But doing this however, quelling the tome, this would redeem you in their eyes no doubt." Oda said.

"That would be a weight off of our shoulders. Although, I have a problem." Rex opened his satchel, pulling out his shattered blades and holding them, and the damaged rail on which they previously rested, up in the light. "I'm only at half strength. These were shattered in a fight with Adam Taurus."

"Ahh, the Red Bull himself. I see you still have your ambition intact." Oda said with a chuckle. "Another Old friend of yours, Brother Muramasa, can assist you with the re-forging of your weapons. In the morning, I will be waiting here for you, to allow you in the room. Then hopefully this blight can be put to a stop."

"Wonderful. Then let's begin, there is very little daylight left." Rex said confidently.

"Indeed. It will be good to see this place restored to its calmer air, and good to see you both in higher spirits." Oda said in reply.

* * *

The next day, Rex and Blake were heading towards Oda's chamber again, but this time, Rex had both sets of blades fully rebuilt. Blake had slept the night in his old room, while Rex had been up tirelessly with Brother Muramasa, re-forging his blades to perfection overnight.

It had been good to see the old man again. Brother Muramasa was one of the few who still held sympathy for him even after his actions years ago, and was happy to be able to help him repair his beloved weapons. It had been a long process, seeing as Rex had picked a difficult metal to work with in the first place with his weapon, Stygian Iron wasn't the most malleable material ever, but it also was the most difficult to break once cooled.

He had his weapons unsheathed, looking over the finely fused metal, in excellent condition now that it had been repaired properly. They passed into Oda's chamber once again, and he sheathed his weapons. They walked the long chamber, and up the steps to where Oda sat, just finishing his morning meditation. "Good morning Rex, Blake. I suspect you two are ready."

"Indeed we are. I'm ready to get this over with." Rex said in reply.

"Good. I think we all can agree on that." Oda said, standing up and heading for a door in the back of the room. If Rex hadn't paid attention, he never would have even noticed that door was there until Oda pushed the stone door in and it slid to the side soon after. "Down here."

The two followed Oda down a long stairwell. It came to a stop in front of a heavily reinforced door, locked tightly. "This door has not been opened for years. Once opened, only you should enter Rex. We will know if you succeed by Statera's mark."

"What? You mean I can't go with him?!" Blake asked in surprise.

"Unfortunately Miss Belladonna, no we can't risk anyone else going in there. We don't know what it could do. It could simply be nothing, and the tome is destroyed easily, or it could be a fight for his life. We can risk putting more and more people in danger. I trust Rex. He is the strongest pupil I ever taught, he can handle himself. I don't want to risk you getting caught in the crossfire if caught." Oda said sadly.

"I… fine. But if he needs help, _I'm_ going in for him first." Blake conceded.

"I would expect nothing less from someone who has stayed with him as long as you have, and grew a bond as strong with him as you have as well. I can grant you that request." Oda said. "if there is nothing more, Rex, are you ready to enter?"

"Yes." Rex said confidently, but inside he was nervous. It had been a long time since he faced something with so many unknowns.

"Alright, then go forth, end this dark thing." Oda said as he unlocked the door and opened it up for him.

Rex stepped inside, and the door immediately closed and latched behind him. Rex stepped deeper into the room. It was a fairly large room, completely circular… like an arena. Columns lined the walls, Braziers burning faintly with an unnatural golden light attached to them. In the very center of the room was a podium, on it was the tome…open for some reason. He could feel himself getting colder as he got closer to it. It seemed to draw him in, and he stood right in front of it.

He could feel his head pounding, in fact, he could feel his whole body pounding somehow. It was like his soul was getting pulled into the tome. Regardless, he leaned forward, staring into the darkness. He could feel the temptation, he wanted to pick the book up, read it again. The power it offered abounding within.

But no. He would not be tempted twice. He grit his teeth, and unsheathed both sets of blades. He was through feeling like a slave to whatever entity lied in this book. But as he was about to raise his weapons up to strike the tome, a hand rested on his shoulder. "I wouldn't do that if I were you. After all, it could do so much more for you to read it instead."

The voice was cold…but sounded like him. He didn't remember anyone else coming into the room with him, he was supposed to be alone. He turned his head slowly towards the hand resting on his shoulder. What he saw made his gut churn and his chest tighten. All he saw looking back at him in the dimming room light, was himself. An entity of himself made completely of shadow, weapons and all.

"After all, we are one and the same. And I would like to take the piece of me that you stole, by taking you of course." The shade said. "Let's see what is stronger, you, or the piece of you unbound by any mortal means." It cackled, stepping back, and unsheathing a ghostly version of his own weapons.

"Who is better? Rex? Or Rex?" The shade said with a cruel smirk on his face.

* * *

 **A/N: And so we've come full circle back to Mistral. Now, one thing i got a lot of... requests for was the last line Adam said int he last chapter. I understand where you guys were coming from so im going to clarify my reasoning for having him say that. Adam is angry, he got beaten pretty handily in that last fight, is coming to the realization that there is basically no chance Blake will love him again. He is hitting a point where hes upset to a point that he is making irrational decisions, and pulling what essentially is: if i cant have you no one can. Now him following through on that... well just have to wait and see. As usual let me know what you think, i know theres a lot of characters that we dont know the status of yet, and dont worry we will get them covered in time. Have a great week.**


	21. Chapter 21: Mirror Match

Chapter 21: Mirror Match

* * *

Rex looked at his counterpart a short way across the room. Beyond the fact that it was made of pure shadow, it was also the spitting image of him. From the tatters in his cloak to his altered eye and scar, not a single thing was out of place on the shadowy copy.

The two locked eyes, the shade with a wide grin, and Rex himself doing his best to hold no emotion on his face. He was too busy trying to figure out how this was even possible. He assumed the shade had come from the tome, which was now slightly off to the side of the two of them, resting on its pedestal. He could try to dash for it, but no doubt he would just get repulsed from it once again. He was going to have to fight this battle, whether he wanted to or not. He might as well take the initiative and strike first.

He closed the gap in three strides, swinging both sets of blades, one after the other. One was aimed for the shade's head, and the other at the body, alternating rapidly with each strike. The shade wa unfazed however, not even bothering to dodge the strikes. Every single swing Rex made, the shade deftly blocked with ease and precision, despite the speed and force Rex was putting behind each blow. It effortlessly cast aside each hit, until finally it made a move of its own, catching Rex's shining blades in its own inky black ones. It twisted the blades, exactly like Rex was keen on doing to his own opponents, and the action caught Rex off guard. It threw him off balance, dropping him to one knee, one arm twisted painfully to the side, and the other barely holding the shade's other bladed hand from acting further.

"Aaagh!" Rex let out a small grunt of pain. The shade was just plain faster, not to mention stronger. In a way, it was almost too fast for Rex to comprehend, it was like it wasn't even predicting what Rex's next move was, but rather like it knew exactly what Rex planned on doing, right as he decided to do it.

"You're going to have to do better than that Rex." The shade taunted. "After all, half the techniques you know, came from me. And if you haven't noticed, I know your every move, before even you do." The shade let out a cold chuckle. "Care to know why? I know you just _love_ learning, and I am more than generous with information."

"That is something that I have been questioning, yes." Rex grunted out, finally unlatching both sets of blades from each other with a grunt, and pulling back a few meters. He clutched his arm briefly, doing his best to wring out the pain as the shade paced about in front of him.

"It's simple really. On the day that you took a peek inside of my book on the pedestal there, you allowed me access to your mind, and by proxy, your soul. During that brief time, you learned a whole slew of techniques and fighting abilities from me, and adopted them as your own. This came at a price however, and a piece of your soul was swapped with mine, allowing me access to your form as much as I want, and leaving a piece of me inside of you in its place. As you might have felt, I was none too happy with being shut away for so long, only being useful when you felt the need to be aggressive. I want more, and you are going to grant me that. Once our little, combination is complete, we will be nigh unstoppable, what do you say? I'll even let you turn your little girlfriend into a queen." The shade proposed.

"Im going to have to turn you down on that offer." Rex retorted. "And I would suggest staying _far_ away from Blake. She has no part in this." He was trying to stay calm, but he was already exhausted, and they had barely fought. He was caught in a situation where he didn't know what to do, and for the first time, he feared this was a battle he had no chance of walking away from, at least not walking away the same person if this shade really could take him over like it said.

"Ahaha… you don't understand, Rex. This is an offer you can't refuse." The shade charged him again, unleashing an assault just as fast as Rex himself had done. He barely had time to react, raising his weapons and diving dodging and blocking hits as quick as he could, but the shade mirrored him, pushing the reflexive augments in his joint to their max, changing the angle of strikes midair to force him to react faster, or just making hits harder and forcing him to whether the storm.

Exhausted, Rex dropped to all fours, his blades retracting as he panted hard. He just couldn't do it, he couldn't fight back against an enemy who knew all of his moves and countered them perfectly.

As he looked up, he saw the shade standing over him again. "And now it is time for me to take over from here." It said coldly, smirking down at him. It then turned into a pure black aura, that shot into Rex's body. First it was cold, then hot, then he felt like his whole body was expanding and compressing as he wrestled for control over his body and mind.

"GRAAAAAAAAH!" He let out an ear piercing scream, and fell to the floor fully, writhing for a moment, before going completely still. He sat up a moment later.

* * *

Outside of the door, Blake and Oda sat in silence. They had heard some commotion, but nothing as of yet to make them want to open the door.

Blake fumbled absentmindedly with the black and white pendant around her neck, doing her best to try and ignore the stress and worry going through her mind. Was he ok? What was happening? Why couldn't she help? What was it he was encountering in there? Will he be the same when he comes out? The first and last question seemed to appear more and more in her mind than the others. Above all else she just hoped he returned unchanged and unharmed, but as the minutes ticked on, that seemed like a taller and taller order.

Finally, she spoke. "Oda, do you… do you think he will be successful?" She asked the older man, looking up at him with worried eyes.

"If I didn't think he _could_ do it, I would never have let him in there. But… I myself am unsure if he has everything that it takes to defeat this foe. I have prayed to Statera for him to have the strength and knowledge to succeed, but things like that can only go so far. This is power beyond our reach. In fact, I am unsure if you or me can fully understand it without reading the same tome that Rex himself had read to gain access to the knowledge. And if that happened, we likely would suffer the same fate, if not worse. His will is strong, and his mind sharp, and a strong body, but even then, you have to hope that luck is on your side when dealing with something no one else but you have ever laid eyes on in centuries." Oda responded.

Blake wasn't sure how to take that, Oda had offered positive and negative sides to Rex going in there. She opted to try and just keep a neutral expression and wait. They would know soon enough, and she could only hope that Oda was right about Rex having the ability to defeat whatever lay behind that door.

Then her ears twitched, hearing the distinctive sound of blades clattering together again. Interesting. There had been a pause. Then there was an ungodly scream, one she knew _had_ to be from Rex. Oda had obviously heard it too, as they both rose immediately. Blake gripped her weapon and made for the door, but Oda put a hand on her shoulder. "Wait. We don't know what has happened." He said.

"But he hurt, he has to be! There's no reason he would let out a scream like that otherwise!" Blake shouted, tugging her arm away. "I can't just leave him in there. I'm going in!"

"Blake, wait! You're not prepared!" He tried to shout to her, but she had already forced the door open, and entered the room, the door clattering shut behind her.

"Dammit…" Oda muttered, dashing back up the stairs. He was going to need something to clear up this mess before it got worse.

* * *

Inside, Blake gripped her weapon nervously. The room was very dim, the only thing she could see was a lone figure standing in the middle of the room, between her and a pedestal. With her enhanced sight, she could tell the figure was Rex, but he was turned away from her, and he _seemed_ to be unharmed. At least that was one thing she didn't need to worry as much about. But even still, the fact that he had yet to turn around or otherwise acknowledge her presence worried her. She creeped forward.

"R-Rex? Are you alright?" She asked in a worried voice, her knuckles had gone white from gripping onto Gambol Shroud.

He didn't seem to respond, and she stepped forward, putting a hand on his shoulder gently and asking again. "Rex, please. Answer me, are you alright? What happened?" She looked up at him, hoping for some form of response.

Then suddenly, Rex whirled around, smacking Gambol Shroud out of her hand, and grabbing hold of her other wrist. His eyes were blazing with a black fire, a smile on his face. "Im afraid Rex isn't available right now sweetie. But the better version is." The voice sounded like Rex, but something in it was off. Blake's eyes widened and she realized her mistake.

Rex then grabbed hold of her throat, lifting her up and walking over to the nearest wall and pressing her against it. "And soon, the better version of you will exist too, my queen." He sneered, tightening his grin around her neck.

She tried to kick and squirm, both of her hands shooting up to his hold around her neck and trying to tug his fingers away, but they were like iron. She gasped and wheezed, unable to breathe properly. Tears filled her eyes, this wasn't Rex. It couldn't be. Everything seemed wrong, why would he hurt her?

"Oh come now, it's not that bad, it will only hurt for a second, then… you will be more beautiful than you can ever imagine." Rex said with a low chuckle, his free arm moving forward and extending his blades, a black fire seemed to ignite on them.

"Rex…please…this…this isn't you… come to your senses… it's me Blake!" She rasped out, rapidly losing consciousness from the lack of air.

He ignored her, pushing the tip of the blades to her exposed stomach, they held there for a moment, fighting her flaring purple aura.

Right as her aura finally relented, Oda burst in through the door, holding a kind of talisman in his off hand, his sword in the other. The talisman flared brightly once directed at Rex, causing him to retract the blades, and clutch his head in agony, dropping the now unconscious Blake to the floor. She laid there limply, not stirring.

After a few agonizing moments, the shade and Rex split once again, right as several other monks entered the room and picked up Blake and her weapon and carefully but quickly pulled her out of the room.

Rex also briefly went unconscious, and they pulled him out too, as the shade was held back by the talisman's power. Once outside of the room however, the door was slammed shut by Oda, the Shade locked once more within. The talisman shattered into several pieces, and Oda held onto both knees after sheathing his sword, breathing hard.

Rex regained consciousness and sat up swiftly, looking around until he caught sight of Blake. "I… I failed… and… I hurt her…" He mumbled slowly.

"Rex. Calm down." Oda said, standing fully once again and offering him a hand. The other monks in the area looked at him warily.

He took Oda's hand, standing up and dusting himself off in the small and cluttered antechamber. He shook his head rapidly. "No… you don't understand… I hurt her, the one thing I promised I would _never_ do… how… how can I forgive myself… how can _she_ ever forgive me. I just… I hope she is going to be alright, but…"

A monk who had been inspecting the red marks around Blake's neck looked up. "She will live, but she will need some recovery time grandmaster."

Rex let out a sigh of relief. "Thank you." Oda responded for them both, turning to Rex and putting a hand on his shoulder. "It is apparent that none of us were prepared to handle what was in that room. But, at least everyone came out alive. Blake will heal, she will take time to rest in your old room again. I would advise giving her a bit of time after that, to let her sort everything out on what happened. I'm sure you need to do the same as well."

"Yes, I do." Rex said sadly. A thousand things were running through his mind, and he couldn't say he had the answers to them all. "I… I need some time alone. Make sure you treat her well."

"Only the best." Oda replied.

Rex nodded, and without another word, he swiftly made his way back up the spiral staircase, and left them all in silence. One of the monks approached Oda. "I'm impressed he was able to recover himself that quickly, most would still be passed out, like the girl. But to let him go freely about, I'm not sure I would agree with that call grandmaster."

"It takes a lot of trust in someone to allow them to go free after an ordeal like this, but to make him do anything else besides go off and think on their lonesome, to allow them to be aware that you still have faith in them, I see no other way for Rex to be able to figure things out. Holding someone in a cell and hoping they can figure out what is holding them back from accomplishing their goal would only make Rex feel more trapped than he already is. He knows his mistake, and he knows he needs to fix it, if not for himself, than for her." He pointed to Blake as he spoke. "Learn from this lesson, Rex is not a bad person, he may have fallen out of the monastery's good graces, but not from mine. He is a much different person than us, and knowing him so closely for so long, he won't let this mistake go unatoned for, nor uncorrected."

* * *

It was raining when Rex got back outside. Not that he cared however, trudging through it swiftly. He walked through it, all the way out to the edge of the monastery, and sat down on the top step of the staircase that ran all the way back down to Mistral.

At this point, he couldn't care less how soaked through he got, even as the sun set behind him and the wind got colder. In his mind, it was a fitting, but weak, punishment for what he had done. He had failed, no, worse than failed. He had not managed to beat the shade, much less even resist it when it had tried to take him over. He was no closer to understanding even _how_ to beat it, and above all, he had let it control him to a point that he had brought harm the Blake, and it had been none too light either. He had nearly choked her to death… or worse… turned her into what he wished he could be rid of in himself.

No, this was unacceptable. There had to be a way to defeat this thing, and it only infuriated Rex the more he thought about it. But how did you beat something that knew every move that you did, knew your style in and out, and can react so fast to your usual moves that they were pointless to even try?

It only left him more frustrated, and he looked up briefly as he heard footsteps behind him. It was only several of the monks, and Oda, carrying Blake along and into his old room.

He grit his teeth. He caused this, and he would fix it, but he had to think clearly.

It knew everything about him, his fighting style, his weapon, and his usual moves, and obviously everything he could remember learning from the tome. That also left his semblance out of the question. No point in using that when the shade likely could just do the same thing, but likely faster. There had to be something he could do to turn the tables, but he just couldn't think of it!

He heard the footsteps pass by behind him again, and he briefly turned once more to see Oda and the rest of the monks heading back deeper into the monastery.

He was soaked, he wanted to go rest, but quite honestly, he couldn't give himself that grace after his colossal failure.

Then something hit him. The shade knew all of his _usual_ moves, techniques and strategies, but what if he came up with something new? Something different, something that he had never done before or used. He would only get one shot with it to be sure, but the element of surprise might be all he needed to give him the chance to have the possibility of fighting back. But that also required getting a new weapon, and figuring out a completely different fighting style with said weapon as he was fighting an opponent just as strong as he was. It would be a massive handicap to himself… but then again, it would be the same for the shade.

A katana wouldn't work, he had trained too many times with them as a kid, so anything similar to Oda's weapon was out of the picture. Nun chucks? A possibility, but something far too unusual for him to grasp effectively in the heat of battle. It had to be something familiar to him, but also something he had never actually fought with before, something he could emulate the style of, but not really know what he was doing until he did it, to give him the maximum chance of landing hits on the shade.

Finally, a grin came to his face, he had an idea of where he could get something like that, he just hoped his theory would work, else he was signing his own death warrant.

He stood up once again, and trudged back to the covered walkway. Removing his rain soaked cloak with a light shiver, he wrung it out as best as he could and set it over the edge. It would dry with a bit of time. He wiped a lock of messy wet hair away from his face, and started walking along the covered pathway, shivering whenever a gust of cold, wet wind blew through the open air. As we approached the room, he unclipped the set of blades on his left arm, sliding them off and holding the entire mechanism in his hands. "Vetita, you served me well, but right now you will be taking a break."

He reached the door to his room, and cracked the door open. Stepping inside, he shut the door. He dared not turn on the light, he could hear slow, controlled breaths coming from the only other body in the room. He walked over to where his bed was looking down at Blake's sleeping form. They had removed her overcoat, putting some bandages around her neck. It made him wince, and more pangs of guilt shot through him. Even though he couldn't see the damage, and could barely see anything in the low light of the room, it was still very noticeable to him.

He set Vetita at the foot of the bed, at least it would be something for her to protect herself with if something happened, or if worse came to worse and his plan failed him. Then he eyed Gambol Shroud, laying up against the wall in the far corner of the room. He quietly walked over to it, picking it up and looking it over slowly. The black blade shined ever so faintly in the rising moonlight. It was a blade he knew well, he knew Blake's style, but had never actually used it himself. Unpredictable, lethal, fast, wild, variable. Perfect.

He turned back to Blake's sleeping form, and silently snuck back to the opposite side of the bed again, closest to the door. He leaned over her resting form. "I'm sorry Blake, if I want to beat this thing, I'm going to have to borrow your weapon. I only hope you can forgive me for what I did to you, regardless of how unwilling I actually was, how helpless I was to stop myself. Maybe I can make it up to you by putting an end to it with your weapon, where mine has failed me. Where I failed you." He leaned down and planted a furtive kiss on her forehead, before sitting back up and gripping Gambol Shroud tightly.

He moved back to the door, and stepped back out into the walkway outside, shutting the door behind him. He walked back down the walkway, unsheathing Gambol Shroud into its two parts, it felt somewhat the same to him, having two weapons. But he much preferred to have them not in his hands, It would make it easier for him to have more flexibility in his actions. He supposed the discomfort was a good thing however, the more awkward he felt, the less the shade would know what to do.

He wrapped the ribbon around his right wrist. This was how Blake did it right? He sheathed Gambol shroud again, maybe starting with just one blade would be a good start, and a much different feel for him than normal. God, having so much weight on one end of the weapon, and no counterbalance on his arms felt so off to him as he walked along. How was Blake able to fight like this? It just felt… wrong to him.

Well, there was only one way he was going to beat this thing, and it wasn't going to be with his usual setup. As he kept looking over Gambol Shroud, he popped the magazine of the gun open, revealing the dust rounds. At least it was loaded…. and another idea sparked in his brain. He popped 3 rounds out of it, each chock full of burn dust. He stuck all three into Verum, closing the chamber of his remaining arm mounted weapon. He was going to save that for a surprise.

Finally, he arrived back at the main chamber, Oda's chamber, and peeked in. No one seemed to be around, and she snuck back inside. He made a beeline for the back of the chamber, passing along the pillars that cast deep shadows along the walls of the long room, and ascended the steps to where Oda normally sat.

He looked at it briefly, poring over all the ritual materials and other scripts that Oda probably looked at every day, before finally descending back down the other side, and opening the passage that descended back down to the room.

He quickly made his way down the winding spiral staircase, and into the antechamber below. He looked at the door for a moment. It was sealed tight, but the key lock was left undone. He took a deep breath, and went over his situation again. He was going to use a weapon he had never used before, was unfamiliar with the proper style to use a weapon this complex to its maximum effect. He was against an opponent who knew every other technique he knew and forced him to try something new, and was as good at fighting if not a little better than him when he was at his best and most comfortable.

He had no way of knowing how the shade would react, or if his plan would work, and he had no backup. Neither Blake, nor Oda had any idea he was down her or about to do this, and if he failed… well likely unless he got extremely lucky the only way to break him and the shade apart again would be to kill him. Wonderful. This probably couldn't get any more dire for him, but if… no… _when_ he beat this thing, it would fix years of mistakes, both old and new. It was worth it to him.

He took a deep breath, and undid the latches on the door, and cracked it open slowly. He snuck in and shut the door behind him. Once he turned around, the shade was already there, leaning on the pedestal with a smirk on its face. "Back already? Stubborn, I'm not sure if that is a virtue or a vice in this case. But I'm not complaining, It just gives me another chance to finish what I started." The shade said with a sneer.

"We will see about that. I don't intend to lose again. You may know me, but let's see how well that holds true." Rex said, raising Gambol Shroud in front of him.

Rex caught the Shade's smirk get dashed in confusion for a brief moment, before it feigned the same expression once again. "Indeed we shall. And the result will still be the same."

Rex's response was to charge forward, readying an uppercut with the much larger blade of Gambol Shroud's cleaver. He only hoped that this strategy would pay off, or it would be his grave he was making starting this again.

* * *

"The two of them have been spotted by agents in the city, Mr. Taurus." The scout reported with a brief salute.

"Perfect. Thank you. Keep tabs on them. I want to know when they leave their safe haven." Adam said with a smirk, leaning back in his seat.

"Of course sir. I will inform them to track, but not engage." The White fang scout saluted once more, and left the room.

"Won't be much longer now. Soon I will have you back Blake, and you suffering won't stop until I have taken everything you love away from you. Then maybe you will rethink your decisions." He said with malice, looking over the scout's picture of the photograph of Rex and Blake passing through Mistral.

He pulled Wilt from its sheath, and with a small flick, sliced the picture cleanly between the two of them, letting the half with Rex flutter to the ground, where he embedded the blade into it and let it rest there.

Every day let him recover from his wounds more and more. He could feel his strength returning, and subsequently, his hatred turned more and more towards the man who had essentially taken Blake away from him. It would not be long now before he could finish what should have been finished months ago, with Rex lying face down in the sand at the hilt of his blade. That was an ending Adam could only wait to see, and it couldn't come soon enough.

* * *

 **A/N: Ok, so this chapter might have come a bit... no a LOT later than I had originally anticipated, mostly due to life stuff. hope you guys enjoyed it, even though it might feel a tad bit disjointed because of the spotty time i had to write it, so i finished it in pieces. There are still a lot of character statuses that are in the unknown, partly because i am waiting for Volume 4 to release and determine if i like those lines better than ones that i have planned for them or not, we will know soon enough. Regardless, let me know what you think, and have a great week.**


	22. Chapter 22: Redemption

Chapter 22: Redemption

* * *

Rex rushed forward, his uppercut with Gambol Shroud connecting with the wrist bound blades of the shade. They held in place for a moment, both of them pushing against the other with all their might, before shoving each other back. They swung at each other again, blades bouncing off of each other.

Rex kept his assault constant, wide, heavy strikes with the black cleaver. The shade was fast, but it was also faltering slightly, not used to sparring against a style of weapon different from Rex's. It was operating off of pure instinct, not carefully prepared moves, or predicted dodges and counters. This was the best chance Rex would get.

He brought the cleaver down hard on the shade, managing to get a strong cut in on its right shoulder before it could force him off again. But then the shade counterattacked. Slash after slash after slash, two blade working better and faster than one. It was getting its confidence back, now recognizing Gambol Shroud as a one-piece weapon left larger windows to attack after.

Rex was forced to back up and intermix dodges and deflects, barely avoiding the razor sharp shadow blades by the skin of his teeth. It was learning too fast, time to switch it up again.

He charged the shade once again, as he got close however, he disconnected the leaver from the katana, and slashed both blades swiftly at the shade. Taken off guard from the style switch, the shade only blocked one hit, the follow up katana swiping cleanly across its chest. The shade staggered back in pain.

With a small smirk, he readjusted his grip on both pieces of Blake's weapon. Having two weapons felt a little more comfortable to him, and so he rushed forward once again. He scissored both pieces, diagonal slashes that were just barely blocked by the shade as it stumbled back. It seemed furious to be put on the back foot, but he was going to have to finish this fast, else the shade would no doubt learn this move pattern as well.

It was the shades turn to strike first however, unleashing a retaliatory set of strikes that had Rex deflecting and blocking constantly, unable to catch a breather, until suddenly everything came to a halt as the cleaver got caught between the two blades on one of the shades arms.

He stared at it for a moment, before the shade smacked him across the face with the back of the other set of blades. The cleaver dislodged, and he rolled away, stumbling back to his feet. Shaking his head slightly to regain his bearings, the shade was already looking to attack again, jabbing at him in quick succession with both sets of shadowy metal.

He hated to admit it, but it was time to switch styles again, the shade was processing how to beat him two quickly. He was going to have to be cleverer. He wasn't going to be out skilling him, not without a bit of luck at least, so he would have to outsmart him. His eyes darted around the room, snapping onto one of the few braziers that dimly lit the room. Perfect.

He shifted Gambol Shroud into its pistol form, firing off a few rounds at the shade. It only got hit by one from the sudden change, deflecting the rest easily, but it bought Rex time to circle around a bit to get the brazier behind the shade. Now he just had to get him to back up just a bit, maybe a foot at most. But how to do that without risking getting caught again. He wasn't so sure he could take another backslash that hard to the face and get away without some serious damage that would make it far too dangerous to keep fighting.

Then he remembered the canisters of burn he had pulled from Gambol Shroud's reserves. Explosive grade, just what he needed. Opening up his weapon, he flung the volatile rounds that he had stashed in there earlier right at the shade, landing at its feet. As he had hoped, the shade easily dodged it, hopping backwards, right underneath the brazier.

Now was the time Rex hoped he wouldn't mess this plan up, he wasn't exactly used to chucking weapons around. He wound the end of the ribbon around his wrist, the rest of Gambol still gripped in his hand. The rest of the ribbon hung free under his hand, and in the moment if the shade's recovery from the fiery explosion between them, he wound up and took aim. The second the fire subsided he flung Gambol Shroud just above the shade as best as he could.

It worked better than he could have hoped for, wrapping around the bottom brace of the brazier and locking tight. The shade laughed at him. "Is that really the best aim that you have with that thing? You will be easier to beat than I thought."

Rex couldn't help but smirk, opting for a retort of his own. "I wasn't aiming for you."

He winked at the shade, then yanked on the ribbon. Gambol Shroud fired off a single shot, giving enough force to snap the brazier support, and dropping the brazier on top of the shade. Burn coals and embers came crashing down on and around the shade, and the large bronze bowl that was holding them smacked the shade on the back, decking it almost immediately.

It looked like it hurt, but he wasn't going to put up with the chance of the shade rising that fast. He homed in on the shade, the now freed Gambol Shroud in his off hand, snapped back together in one piece as he ran, and just blades unsheathing on his right hand. He slashes down on the shade several times in quick succession. Nothing pierces, but they did their job well enough, dropping the slowly rising shade once again before it could react to his attack.

Time for the moment of truth. He directed his attention to the tome, sitting neatly on the pedestal a short jaunt away. There was a flickering shadowy aura around it, it seemed to almost spark and snap around, trying to find some way to defend itself while the manifested part of it was down for the count.

He approached it quickly, igniting his katars with the last bit of burn dust loaded it. Embers and fire licking off of Verum, he raised it and Gambol shroud up high. He just hoped this worked as well as the brazier did.

Then he slammed both as deep into the tome as he could, and all he could describe was everything going pitch black, something sounding like an unearthly scream, and then he felt his back hit the floor in some kind of explosion.

* * *

Blake shot up in the bed, in a cold sweat. She looked around the room, stopping at the single window that looked outside. It was still raining outside, and there was still a lot of night left from what she could tell by the moon's position.

The room itself however, was nice and warm, safe from the elements outside. While simple, it more than got the job done. It was pitch black inside, but to her, it was still very clear. She could make out the dresser, the worn nightstand with some food and water left for her, and some rolled bandages.

Speaking of bandages, she reached up and touched her neck, she had to check for herself if it was all just some freakish nightmare situation or not. When her fingers made contact however, the scratchy feel of the bandages wrapped lightly around her throat told the real story. She hadn't been dreaming. It didn't really hurt any more, not physically any way. The thought of it happening was what really hurt her. She still didn't want to believe he meant to do it, he looked genuinely remorseful when he came to and realized what had happened, but she had to hear him say it.

Speaking of which, she was surprised he hadn't come back in yet. She had half expected him to be sitting in the currently empty wooden chair next to the bed, resting and waiting for her to wake up, but he wasn't. She knew he probably was taking it hard as well, but by now surely he would have at least retired here for the night?

She removed her fingers from the bandage on her neck, letting them rest back on the soft cotton sheets. Absentmindedly looking around the room in the dark, she realized that Gambol wasn't in the corner she remembered the monks setting it in. She quickly looked around, and then finally noticed the set of blades sitting at the end of the bed.

Pushing the covers down a bit quickly, she scooted forward to get a closer look. Yes, indeed, it was one of Rex's arm mounted sets of blades. And the fact that Gambol was suddenly missing…. Her eyes widened. Oh no…. he wasn't trying to fight that thing that possessed him again was he? Did he even tell anyone?!

Just then, the door to the room creaked open slowly, and the light flicked on. With a slight wince she adjusted to the new light level quickly. It was Oda.

"I see you are awake. I had hoped so. How are you feeling?" He asked her, attention focused on her.

"I think Rex went back down there!" She blurted out, nothing else really on her mind in her sudden panic. She could wait, Rex might not have that luxury if worse was going to worse.

Oda connected the dots quickly, seeing the left behind blades of his pupil. "Oh no. I'll be right back." He made to leave.

"Wait! Let me go with you!" Blake started getting out of bed. Her body was still a bit sore.

Oda pushed her back onto the bed gently. "No. You wait here. I'll go find out if that's the case. If he really did go back down, and failed, you will only get in the way in your weakened state. You still need at least a few more hours of rest before going back to more intensive activity like fighting. You healed well, and the damage was minimal, but we have to keep you at your best. I will handle it." He said somewhat sternly.

Going to the door, he said one last thing before he left. "I'll make sure he comes out alive to the best of my ability." Then the door snapped shut behind him, leaving Blake sitting there in the dark. For the first time in a long time, she pulled the pendant around her neck out from under her shirt, clutching it tightly. She shut her eyes.

Her breath a bit shaky, she managed to get something out between held back sobs. "Whatever deity might exist, if there even is one, please. Please, please, _please_ let Rex still be alive. Let him be what he was before this all happened. I can't bear to think what it would be like if worse came to worse…."

* * *

Rex sat up slowly, his head felt like a mess. Once he recovered from his daze, he glanced down at his body, which seemed to be covered in a shadowy vapor, that was condescending, dripping to the floor, then evaporating away into nothingness in the matter of a few seconds. He couldn't help but double take and stare at it, as most all of it seemed to just fade away.

He turned his hands over several times, flexed and curled his fingers, and scratched parts of his skin. It was all in an effort to make sure this otherworldly feeling he had, wasn't just him trapped in a dream… or a coma.

After confirming this, he looked around the room, the brazier was where it had fallen, some of the coal still burning and hot. The shade however, was nowhere to be seen, that's when he snapped his head back to the pedestal.

The tome was half fallen off of it, a charred mess of a thing. Pages still smoldering, little leaflets of burning paper fluttered off of it, and dribbled down to ashes on the floor beside it. He chuckled at first, then it slowly rose to the cackling akin to a madman. "I did it! I actually did it! Ahahahaha!"

He calmed himself down, breathing hard as he recovered. "God that was… that was something…" He mumbled to himself again, starting to struggle to his feet.

Just then, the door behind him burst open. Looking behind him, he saw Oda entering the room in a rush, his sword, Morsus Mihi, at the ready. The blue steeled edge gleamed as he approached. "Rex! Are you alright?! Where is that thing?" Oda approached him slowly, keeping his sword raised and at the ready, he had seen this happen once, he was prepared if it happened again.

Rex however, turned his head back to the book, a small smile on his face. He had done it. He turned to face him, and stepped out of the way, one arm held out towards the tome, gesturing to it. "Oda, it's over." Even just standing there, holding his hand out, he felt exhausted from the fight.

Oda lowered his sword slowly, detecting no trace of the shade in his voice. He de-tensed, and his stern expression turned to that of a smile. He stepped forward, sheathing Morsus Mihi. "So you really did it. A bit reckless… but I'm proud. I knew in the end you could do it."

He nodded tiredly, bending down and picking up Gambol Shroud, which had clattered to his side in the ensuing explosion. "Yeah. It took longer than I would've liked though, might have cost me more than it should have."

"Perhaps, but I'm sure it will all turn out for the better in the end. She's a smart girl, and you two seem to have a lot of faith in each other. I would imagine it would be a bit shaky, but nothing to get too worked up over. Before you resolve that issue however, we should resolve the one that has plagued you for the past few years." Oda walked over, and carefully grabbed the charred tome. It seemed to start withering away in his hand, the charred pages dilapidating quickly from the burn dust that had destroyed it, as well as the dark entity it housed.

Rex nodded to him, rubbing his forehead a little. "Right. Just… getting ahead of myself. Jumping to conclusions. I should have more faith in her than that. You're right though, first things first…as much as I want to go visit her. Tell me, how did she fare?"

"She is more than alright, a little bit of soreness all around, some redness on her neck which we bandaged just in case, but really, if you talk with her, I believe everything will be as it was before." He walked to the door, his heavy sheathed blade bobbing at his side, the tome had a slight trail of fiery paper that disintegrated soon behind him. "Come now Rex, it's time we welcomed you back properly, like you deserved to be."

"Of course." Rex followed Oda out of the room slowly, using the older man as a support in his exhaustion. The two scaled the winding steps back up to the main chamber, where many of the monks had already gathered. It seems Oda had made sure everyone was aware that something could happen. Most of them appeared to be armed however, telling him all he needed to know that they expected to be fighting instead of welcoming.

Oda let Rex stand on his own, something he was capable of doing, but he would really prefer to be laying down right now. "Everyone, please take seats, and put down your arms. Today is a momentous day for the monastery."

All the monks slowly filed into an organized pattern, instead of a mob, resting on their knees with their weapons laying at their sides. All were dressed in the same grey garb that the monks had worn when 'greeting' Rex when he and Blake first arrived. Oda continued. "Never in the existence of our order has anyone ever been forgiven for committing what was considered an atrocity by the order, like this young man has. But, never has anyone ever managed to fully destroy this!" Oda held up the charred and partially disintegrated tome directly in the light of the room for all to see. "Like this young man has. Today, I have come to a decision that some of you may not like, may not agree with fully. But in the end, with the events we have witnessed in the past year or so, the fall of Beacon, Mistral itself growing visibly more tense than ever before, it is time to put things aside and stand together."

"Which is why I have determined, that because of his re-proven loyalty to our order, his cooperation, and proof of his strength and worth against the darkness that is always trying to close in through things like this tome, that this young man, Logan Rex, shall be forgiven of his crimes against the order, and welcomed back with open arms. If you have any objections to this, even with this piece of evidence before you…" He dropped the charred book in front of him to make his point. "Stand up and speak now, or forever hold your peace, and affirmation that you approve of this notion."

Rex was pretty nervous about this, standing there, will all the eyes diverting to him after Oda finished his short speech. He could feel their judging gaze, looking him over and determining if he was even worth redeeming in their eyes.

His fears were assuaged however, when after almost a minute passed, and no one rose up. They had accepted him. He felt a lot of the tension leave his body, and he let out a small sigh of relief. Oda turned around, paced to him, and put a hand on his shoulder. He looked back at the monks gathered in the chamber. "Then welcome him back into our order, as though he never left in the first place!" Oda said triumphantly.

The monks rose up as one, like a giant wave of grey, and clapped. No whistles, not shouting, nothing else. Just a simple clap, as was customary. Then they gathered their weapons, and began filing out of the chamber or going back to the business they had need to attend to in the dead of night.

When the majority of them had left the chamber, Oda turned back to Rex, holding both of his forearms and shaking him slightly. "You made history today, and proven that all the time I spent training you was put to good use. You've grown up a lot from when you were a child, even grown up a lot from when you unceremoniously left. I truly am proud of you, and though the rest won't show it, at the very least they are impressed with the accomplishment." Then Oda pulled him forward, giving him a warm hug for the first time in many years. "It's good to have you back, Rex."

"Good to be back. And it's also nice to know my chances of getting stabbed in my sleep go down astronomically with this coming to pass." He said with a slight chuckle as he embraced back to the best of his ability, dropping Gambol to the ground next to him, and resting it against his leg.

Oda couldn't help but chuckle himself as they pulled away from each other. "I doubt anyone would have defied me like that, but it is a good mental relief. You have finally made amends with everyone you need to here."

"Well, not everyone." Rex said, picking up Gambol Shroud and holding it in both hands. "And she's the most important one of them all."

* * *

Slowly walking around drenched and rainy courtyards, through two or three windy open air walkways, and putting up with the dim lighting along the way in the dead of night, Rex stood outside the door to his old room, where Oda told him Blake should still be resting.

He looked at Gambol one last time, the weapon that had no doubt won him the fight, and redeemed him. Yet it wasn't even his. It was time to amend things with the person it belonged to. Oda was probably right, she would probably understand, but that didn't help his nerves much at all as he took a deep breath and opened the door, and went inside.

Inside the dark room, Rex could barely make out her figure resting soundly on the bed. "Blake. Its me." He said quietly, waiting to see if she would react at all.

First a brief twitching, then he saw the figure sit up slowly, and he flicked on the light switch. He shut the door behind him, and turned back around to see Blake looking at him in silence, her hands in her lap. He could see the bandages around her neck, for precaution as Oda had said, but it didn't make him feel any less guilty than before. He walked up to her, and held gambol out flat in front of him with both hands, offering it to her. Wordlessly, she took the weapon, looked it over, then leaned over and set it against the small nightstand.

As she did so, Rex unclipped and unlatched the blades from his arm, pulling the whole rail off and setting it on the floor in front of the bed. He grabbed the other set of blades and put them on the floor next to them as well, then stood up straight and walked back around to the chair next to the bed. He took a seat, and the two of them just looked at each other in silence.

The longer he looked, the more he could start to see things, little things that you wouldn't normally notice, her eyes were very faintly red, and swollen, like she had been crying some time ago. He didn't want to believe it, but it must have been something to do with his suicide attack on the shade. Now he felt like he had just hurt her more.

Finally, he couldn't take the silence any longer, and leaned forward, placing a hand on the bed in front of her. "Blake I… I'm sorry. I'm sorry for making you worry about me going back in there, for taking your weapon without even asking or telling you, for putting you in harm's way…for harming you myself. I didn't really have control then but… it's still all my fault. I should have been smarter, stronger, better. But I wasn't and you almost paid the capital price for it. I don't know if you can forgive me for all of that, but I only hope you can try. I understand if that is hard for you to do however."

The two sat in silence once again, until Blake seemed to finally respond, motioning him to lean closer with a finger. He did so, leaning forward and avidly waiting on her response... then a sharp slap connected with his face, making him recoil a bit. Nonetheless, after a wince, he kept looking at her. "Aagh!... yeah… I probably deserve that."

"You do." Blake responded, a few stray tears welling up in her eyes. "And maybe you deserve a lot more, but that doesn't matter. What does matter is that you do feel remorseful for what you did, and that I know for a fact that it wasn't _really_ you that did this to me." She motioned to her neck. "Or at least not the real you. Just please, promise me, you won't do something so rash again. Let me help you next time. It's what I'm here for." She held open her arms.

Instantly he wrapped both arms around her and pulled her towards him, holding her tightly. "I promise, forever and always Blake. I won't let something like this happen again. Tonight and tomorrow, we'll rest up. Then, we deserve a day of fun after all of this, we'll go into the city, go wherever you want. Then when the day is over, we can come back and start training you just like Oda did with me, get you stronger like you wanted to be." His face still stung from her slap, but he couldn't care less right now. Rocking her slowly in his arms, he was just glad to have her back.

She moved her head in front of him, resting her forehead against his. She nodded in turn, a hint of a smile finally returning to her face. "Ok. It's a date." She said, then closed the short distance between their mouths and kissed him. They sat there for a moment of passion, neither one willing to break from the other, until finally they both pulled away panting slightly.

"It good to know you still understand Blake, you have no reason to. You could just walk away right now, but you aren't." Rex said as he started shedding his outerwear, getting ready for some proper sleep for the first time in two days.

"No… leaving you is the real thing I have no reason to do. Like we've said before, we have worked through a lot together, it takes a lot more than this to break us apart at this point. We've traveled entire continents together now, shared more time with each other than with anyone else." Blake said wisely, slowly settling back down into bed.

Once down to just a light shirt and pants, the closest he was going to get to sleep clothes, he slipped into bed behind Blake, and passed out nearly instantly holding her, utterly drained from the previous fight.

* * *

The next day was a day of rest for the both of them. They wandered the monastery together. Rex showing her what he did there as a child, recounting some fond memories he had of the place, as well as showing her places that her training would take place in a few days' time.

It was a nice change of pace, and by the end of the day both of them were feeling much more rejuvenated, and Blake had her bandages removed, her body in much better condition compared to the days before.

By the time evening rolled around, both of them were eager to expend some energy before going out to the city the next day.

Holding Blake in his arms as they rested on the bed, trying to fall asleep, Rex couldn't help but speak up. "Blake, can you sleep?"

"No." She replied quietly.

"Same here." He gulped a bit, giving her a bit of a squeeze to hint her. "You… feeling what im feeling?"

She sat there silent for a moment, thinking on it. "I… I suppose so, yes. It might be a good way to get this out of our system. After a few months like we've had, I think we've both earn it anyways." She conceded.

"Good…" Rex began.

* * *

The blood red sky outside of the window wasn't helping Cinder's mood in the least. A patch over one eye, this ugly scar on a large part of her face, she was forced to stay here instead of continuing, and for the most part she was close to mute, barely able to communicate unless extremely close to someone.

Watching the Grimm spawn below, she heard the door open, and Mercury and Emerald entered the room silently, walking over to her. She motioned them down, and both knelt at her side. She wasn't going to just let the others have all the glory, she wanted to take matters into her own hands, and not feel useless until Salem determined she was back at full strength. "Go…go…to Haven… you… know the… original plans… execute… them… as best… you can." She rasped out to the two of them. She would not be outdone, nor would she stand by and wait.

She wanted to be one out there, but she couldn't. Though nothing was said about her two cohorts however, she she was going to cheat the system, keep growing in influence and power. She faulted once, but not again. And this time, she would prove that Cinder Fall did indeed have every angle covered, and didn't need any other excuses to complete her mission, nor did she need anyone else who wasn't already in her circle.

"Yes ma'am" The two of them said with some renewed confidence, glad to see Cinder still taking action in her weakened state.

"And what about me ma'am?" A slightly shrill voice said from the doorway, walking towards Cinder already.

Stopping in front of her as Mercury and Emerald made room, Sanguine looked down at Cinder with her usual slightly insane grin, her crimson eyes darting around as she waited for an answer.

Cinder looked up at her. "The… north end… of Mistral… take this… and perform… your magic… It will give you an ally… as well as start… the panic process… no doubt… once these two…finish their… jobs." Cinder rasped out slowly, before falling silent once more to conserve her energy. She held up a small orange crystal, with a hint of red inlayed in the center.

"Of course ma'am. It will be a _pleasure_ to get to do this." Sanguine said with a wicked grin.

Cinder nodded, her plan for the most part back in motion. The three of them bowed to her, and turned away, quickly leaving her in peace. Despite her current personal situation, she could help but sneer a bit. She might not be there personally, at least not yet, but Mistral would still feel her wrath, whether she was there, or not.

* * *

 **A/N: Well, this took far longer than expected. Life caught up a bit with me, had to deal with school stuff, as well as me having an issue writing the fight at the beginning of this chapter. It was a hard one to write if i wanted it to make sense. I hope i did it justice however, defeating an enemy that is supposed to know you through and through is a bit difficult to write for as it turns out. Regardless, i hope you all liked the chapter. In concerns to stuff from volume 4, consider it in the context of this fic, canon to it, but it will be up for alterations, or possibly the lack of use of characters, as some might not fit in this plot properly or i just dont have a good use for them. Beyond that, thank you for reading and have a good week.**


	23. Chapter 23: Divide Them

Chapter 23: Divide Them

* * *

 **A/N: As a forward note, here on out, some elements,events, and characters from Volume 4, including the latest episodes, may be referenced or altered/used to fit the story. If you are not caught up to the latest episode released on Roosterteeth website, do that first!**

* * *

The next morning dawned, and as the sun rose, so did Rex. Sitting up slowly, he begrudgingly released the naked and sleeping form of Blake. He couldn't help but smirk a bit, remembering the night before.

Nonetheless, he quietly slid out from under the sheet and picked his clothes up off the floor. He snuck into the bathroom, and a few minutes later came back out cleaned up and redressed. At this point, Blake had stirred as well, sitting up and rubbing her eyes with one hand, and keeping the sheet over her chest with the other.

"Morning beautiful." Rex said, taking a seat at the edge of the bed.

"Mmm…. Good morning." She said a bit sleepily in return.

Rex couldn't help but smile and chuckle quietly. "Heh, I'll let you wake up in privacy. When you're ready to go, I'll be waiting outside. Today is our indulgent trip into Mistral before training after all." Rex said simply, standing back up with a sly wink to her. "Last night was pretty fun by the way."

"Oh whatever. Get out." She said bluntly, but a hint of a smile crept onto her face.

Raising his arms up slightly in mock defense, he backed up to the door. "As you wish, Kitty Cat." He teased, quickly opening and shutting the door behind him. The last thing he saw was Blake's slightly irritated face, and her trademark eye roll.

As Rex turned around however, he was surprised to find Oda standing there casually, holding a glass of tea in one hand. "Oh! Oda… good morning." Rex said in a well measured tone after finding his composure.

"Good morning as well Rex. Have an… excellent night?" he asked with a gesture to follow.

"Ummm… yeah. Yeah I did." Rex said with a hint of nerves to his voice. "What do you…. Mean by that? If I may ask. " He asked as they walked to the top of the steps at the front of the monastery, looking out over Mistral in the early morning.

It was quite beautiful, a tin mist hanging over the city, catching the rays of early morning sunlight. From the view at the top of the stairway, Rex could see the houses and buildings set into the craggy cliff sides in the older parts of the city, and the towering cityscape of the newer city. All of it bathed in the golden light of the morning.

The two stood silent for a moment, until Oda finally spoke up. "Well, you seemed fairly happy this morning, after last night with Miss Belladonna." He said very simply.

"Ahh, umm, yeah. You… you knew about all that?" he asked nervously, looking from the city view to the ground.

"Well, It was hardly more than guesswork. But it was fairly obvious based on your demeanor alone this morning that you had woken up much happier than normal." Oda continued, a slight smirk on his face as he took a sip from his glass.

"Look, Oda, I can explain-" Rex started.

"You don't need to explain anything. It's hardly something to be ashamed of. Seeing as your quarters are on the opposing end of the monastery to most of the rest of us, you did not disturb anyone." Oda remarked. "But that does cause me to think on things… namely the fact that you have grown up, very much so. It reminded me of all the time I've lost with you. I had always wanted you to pick the path that suited you best, though…. I had my own hopes of what you might do later in life."

"I…. I see. And what might that be, Master?" Rex asked reverently, looking up and facing his older counterpart.

Oda turned to him as well, chuckling quietly. "Rex, Logan, at this point you are beyond calling me master. Even if I am the grandmaster now, you hold a special place in my heart. So please, once again, to you, it is just 'Oda'."

"Of course, Oda." Rex corrected.

"Thank you. And on the subject… I was hoping that one day you might stand where I am now, a full huntsman and grandmaster of our order. Though your path now is… very much not what I had anticipated in the beginning." Oda said, gazing back out over the city once more.

"I see. That is definitely… not what I had expected." Rex began. "Though I suppose with time I could warm up better to the idea. But that is far in the future."

"Indeed it is." Oda said quietly.

They stood in silence for another minute, until Rex spoke up again. "Speaking of grandmasters, what happened to the last one, the one who wanted me dead?"

"Ah, him. Well, it's simple. I challenged him for his position after a year, realizing how wrong is view of…. Well almost everything was. After trying to reason with him that is. Of course that got nowhere, as I honestly expected. So as customary in our order, I dueled him for his position as grandmaster. Needless to say he lost. And for our order, a duel based on opposing views and a challenge given only ends when one of the combatants is slain. So, I killed him." Oda said almost casually.

"Oh, I… forgot about that being the form of 'due process' for conflict. Ummm…. Well done?" Rex said hesitantly.

"I wish I could say so, but it was years of underlying corruption, weak leadership, and narrow thinking that had to be undone. And not just for one person, for many in our order, it had taken to more the just skin level. It was…. a rough transition period. Thankfully, I have… rectified some of the more glaring wrongs that were done by the previous grandmaster." Oda stated a bit bitterly.

Rex was silent, thinking on what Oda had said. He wasn't necessarily angry. It came as no surprise to him that it was what had to be done. He just never really thought about the fact that this was all business and standard in the order, whether he liked it or not. It was just another thing for him to think about. Thankfully, he heard the clicking of boots stop next to him, and Blake leaned forward slightly to get a look at the both of their faces. "Am i… interrupting something?" She asked hesitantly.

"No, Miss Belladonna, we had actually just finished our conversation, your timing is impeccable." Oda noted. He put a hand on Rex's shoulder patting him lightly. "You both enjoy some rest and relaxation in the city. You may find that it has changed a bit since last you were here. But when you come back, get ready to start training Miss Belladonna. I have decided that Rex will be the one teaching you. He is more than ready for the task."

"Wait, but I'm… well, I suppose it wouldn't be much different than Beacon. Of course." Rex responded, nodding in the aging man's direction. He took Blake by the hand and gestured to leave. "A day in the city for some rest. Then we begin. Let's go."

Blake nodded in return, and the two descended the many steps, and entered the old part of the city below.

* * *

The old part of the city was the most expansive. The newer and more modern parts making up a relatively small portion of the city. However even in the old quarters, some buildings were modernizing, even if it was just a bit. Infrastructure being build, buildings mended and altered to a more modern version of the oriental counterparts, and more technology was present than before.

Even though the changing times, the city itself still had many of the features Blake and Rex remembered from their childhood. After stopping briefly for a late breakfast, the both of them took a walk along one of the many cliff side walkways. Here they could see down into the waterways far below, the airship docks lining the cliff edges and faces, and the shining new city across the way.

The strong wind of the exposed cliff side blew hair and clothing each to an agitating degree however, the sea wind was still a bit strong at this time of day. So while they would have liked to walk and enjoy the scenery of the morning light shining across the city, they were forced to step away early, and plot a course towards Haven academy on the other side of the old city.

"I wonder how Haven is doing, what with Beacon and all. I think they kept resuming classes, though I would like to see for myself. If the tension in the air when we entered the city has anything to say for it, then they had better still be doing something in this downtime. And it would be good to see what's changed in the years I've been gone." Rex remarked as they cut down a side street.

"I've never been; so regardless it would be something nice to see." Blake replied in return, absently letting her eyes wander around the street as they came to a larger boulevard filled with shops and stands. Here, people were more numerous, and the relative quiet they had faded away into the sounds of bartering, trading, and shouting.

"It's a nice place, I think you'd like it." Just then Rex's scroll vibrated. He flipped it open quickly, and read the message. It was from Oda. 'Sorry I didn't mention this earlier, but if you can pick up a package for me at Haven Academy, it would be a great help to me. It's one of the usual packages for Muramasa, and its marked under my name. If you have the time of course. Thank you.' "Huh, well, now I have two reasons to go to Haven. Oda had a package that needs to be picked up. We can grab that before we head back after showing you the academy." Rex concluded.

"That sounds fine. Though I hope it doesn't take up too much time. Don't want to be waiting for a package for something like an hour." Blake remarked.

"Oda wouldn't do that to us. Every time he had me retrieve one of these packages when I was younger, and when we went together, it didn't take much more than a few minutes." Rex replied.

* * *

Unbeknownst to the two of them, they were being tracked. A man stood a short way behind them, hidden easily in the crowded marketplace. He pulled out a scroll of his own, dialing a number and putting it to his ear. "They are heading towards the academy…. yes, I'll get in position. Mail room. They should be there in about 10 minutes. But they will likely be exploring the campus first if my observation is correct…. If everyone is in position, the only thing left is to get them separated… That's easier said than done. Might have to do this the hard way if we can't get a good distraction for the guy to split them up… I'll think of something. If worse comes to worse, we draw them both in and split them that way… moving to the academy now."

He closed his scroll, stowing it in a pocket, then briefly reached up and scratched the outside of one of the wolfish ears on the top of his head, a wily grin on his face as he took off down another side street.

* * *

Several minutes later, Rex and Blake finally arrived at the steps leading up to Haven academy. The campus was quiet, but there were still signs of activity. Some students were resting in the shade, heading to classes and the like, but it definitely wasn't as lively as the last time Rex had been to the school. "Quieter than before. That's a good and bad thing. Though I guess we shouldn't be surprised, no doubt every school is like this now." Rex said.

"Yeah… they are aware, but are they ready?" Blake mused.

"Not a chance, but then again, neither were we. They have better odds then before, now that they know someone is out to attack people openly now. But… that isn't why we were here. Let's check out the campus, shall we?" Rex asked.

"Yes, of course. Today is a day of rest, not thought." Blake concluded, following Rex along.

While a relatively large campus, the both of them were quickly tired out from the mental strain of just staying calm and laidback, even with things being much quieter than they should be, and they knew it. Even if they had not been there for a while, or at all. Just by the way beacon had been beforehand, they knew it should be much more alive than it was.

After taking a brisk walk around the campus, they were just about to head to the mail room, when they rounded a corner and came face to face with a familiar monkey faunus. The duo stopped abruptly to keep from walking into him, and both party's stared at each other for a moment. "S-sun?!" Blake asked.

"Oh… hey Blake… Rex. What are you all doing here? I figured you would be… somewhere else after Beacon fell." He said a bit downcast, glancing away from the two of them.

"Ah, well… we decided we should come back to Mistral…Rex had some unfinished business he had to deal with… and I wanted to come back and train… so I could not be such a burden." Blake said quietly.

"Oh… were you planning on training here at Haven? I figured…. Well… I actually have no idea what you would have wanted to do... you kinda kept a lot quiet." Sun replied, absently kicking the ground at his feet.

It was apparent to the both of them that Sun didn't like this situation. He was obviously not letting everything show. Rex leaned close to Blake's ear. "Should I leave and let you handle this?" He whispered to her.

"Probably, might make him feel more comfortable. Ill let you know if there ends up being a problem. Maybe just hang around, pick up that package?" She whispered back.

"Gotcha. Good luck." Rex said, releasing her hand and walking off, leaving the two of them alone.

Sun seemed to relax a lot more without Rex around, looking a bit more like his laidback self. Blake on the other hand crossed her arms and walked to a nearby bench. She took a seat and looked up at him. "Sun… what's eating at you… I could take a guess, but I want to hear what you really have to say." She asked him.

Sun followed her over to the bench, remaining standing in front of her. He let out a deep sigh at her question, shutting his eyes for a moment. When he opened them back up, he began. "It really hurt, getting shut out from you. I get that in the end you were already kinda with him, at least, that's what I think. But I just kinda felt… I had a chance, then when I basically had to come to the realization I didn't have even a remote shot at that point, It felt like I was lead on a little at the dance and all." He stopped for a moment, his tail swishing agitatedly behind him as he searched for the words. "I guess what im trying to say, is it kinda hurts to look at you and him. I get you two are probably really happy together, but where does that leave me? I don't really know how to feel… what to do. To be honest. I kinda did well enough getting over it at first. It wasn't like I knew you super well, but I wanted to, ya know? Then suddenly I didn't have that chance anymore. Then I saw the both of you two again just now, holding hands and all that, and kinda wished I was in his place. I don't _want_ to be jealous or anything, but I just can't help it. Even if I got on your nerves a bit, you guys were really nice to me when you first met me, when you ran off that one night early in the semester and actually met me, I thought we might have started something."

Blake sat in dead silence processing everything he was saying. He was right on every count. The time at the docks when she ran away, the dance when Rex was presumed dead, the times he had spent with both her team and JNPR in between. She was quickly realizing that by including him and not telling him to stay at arm's length in that way, he never was told 'I'm not interested' but…. That also wasn't wrong of her either. She had been interested. When Rex had 'died', she had started to try and do her best to move on, and Sun was there to help her with that. But then Rex came back, and then she didn't need to try and move on anymore. Needless to say, she now started feeling awful of how the whole thing had gone down. Leaving Sun with the short end of everything. It wasn't fair to him.

She stood up, and put a hand gently on his shoulder. She took a deep breath herself before she replied to him. "Sun... you are right about everything. I wronged you without even realizing it at the time. I left you hurt, in an odd spot, and never really made anything up with you. That was wrong of me to do. I don't want to place blame on anyone else, even if there might be some to go around for ill just say this: I'm sorry. I'm so terribly sorry for leading you on, for not doing more to keep everything clear on where you, and anyone else stood with me. I should have said more, communicated. I have no one to blame but me for that."

"Maybe… we do a soft reset of this whole thing, or at least put it all behind us. I don't want you to 'stay away' or anything. Because truth be told, you are still a good person and a caring friend. And right now, we all could use more of those. I don't hate you… I hope you don't hate me. I just want to start over, knowing where we stand with each other." Blake finished, offering her other hand.

Sun managed a smile, seeming to cheer up a bit. "It's not what I want. But it's a pretty good compromise. Ill take it." He took her hand and gave it a light shake, his whole body seemed to relax, like a great weight came off his shoulders. "I'll be honest with you, I didn't think I would be having this conversation with you, what with everything that happened the past few months. Much less turn out for the better." Sun remarked.

"Well, unexpected things seem to happen a lot with all of us. I just wish more of us could be together again…Instead of where we all are now." Blake said sadly. "Speaking of which, where is your team at?

"Oh them? They finished up early at training and went to get food ahead of me. I've been… doing more practice lately. Truth be told. If there's one thing I know I learned from you, and I guess Rex too, it's that I picked up some of that determination you both had after coming back from Beacon."

"Oh. Well, that's certainly not what I expected. Glad to see in one way I managed to help you. Even if its… not what you had hoped for." Blake replied a bit awkwardly.

"Yeah. It's for the better though. I feel like I've actually accomplished something for once, instead of, ya know, just being there." Sun said in turn.

They were silent for a moment, when they both heard footsteps approaching. When they turned however, Blake was slightly surprised to see mint green hair, dark skin, and crimson tinted eyes. "E-emerald?"

"Oh- my gosh Blake! What are you doing here?!" Emerald said with a very much feigned surprised look, but also very convincing. She was dressed in the standard Haven academy uniform, and had her head very slightly tilted in wait for a response.

"I came back to Mistral to train after everything that happened at Beacon. How are you? Is Mercury ok?" Blake asked, still a bit in shock.

"Mercury is doing much better, thank you for asking! We heard about everything that happened after we left, it was just terrible! And I'm doing just fine. I'm actually about to go pick up a package at the mail room, care to walk and talk at the same time?" She asked.

"Of course. You and Sun will be good company." Blake replied. The three of them started off towards the mail room. However, Blake quietly pulled out her scroll, and Shot a message to Rex saying what she was up to. Emerald's appearance seemed a bit too sudden for her. Of course Sun's was as well, but she had a lot more faith in him then she did Emerald. So she was going to at least play on the safe side of things.

* * *

In the meantime, Rex was walking towards the mail room, but he was going to be taking a detour when a crimson eyed crow came fluttering up to him, cawing until it got within a few meters of him. To his surprise, it changed form quickly, until a very tired looking Qrow skidded to a stop in front of him.

Rex stepped back a pace to not get run over by the huntsman, eyes wide in surprise. He realized he had absentmindedly readied himself for combat, letting his blades slide back into place once again. "Well… didn't expect that… or you to be here."

"I could say the same to you, But I sure won't complain if luck is going to throw me a bone for once." He panted out as his haste finally caught up with him.

"Well… I'll trade you stories. I tell you, you tell me. Maybe we can both get up to speed." Rex said.

"Sounds like a plan, but let's make sure were somewhere that we aren't getting listened to. Or at least let's keep moving to make it harder, walk with me." Qrow started strolling off. Rex scrambled after him, his original business temporarily forgotten.

"Yeah, so, I'll start I guess." Rex began. "Basically me and Blake ventured back her so I could take care of some unfinished business with an old friend, right some wrongs and all of that. I can go further into detail later. I also wanted to make sure Blake didn't let the White Fang catch up to her, and train her to better protect herself. However, something that has worried me is I haven't seen much activity by the Fang around city at all. In fact, I don't know if I've even seen any. This place used to be a hotspot for the White Fang when we were younger, when they were more peaceful. Even when they had I guess 'gone bad' Mistral was a spike area for them. But ever since we've arrived. Nothing. No signs of activity, nothing on any News, and my old Master didn't have anything to tell me about them either."

"Master?" Qrow asked, cocking an eyebrow.

"Yes. He was the one who taught me how to fight. Pretty much showed me or helped me figure out almost everything I know. Save for… a few special things." Rex responded.

"Interesting. Would explain why you're much sharper than most. Can I ask who he is? I know a lot of people, might at least have heard of him." Qrow inquired.

"His name is Oda, Oda Ao." Rex said flatly.

"Hmmm… I might have heard of him. A well enough renowned huntsman back in the day, until his monastery life got a bit more complicated and he couldn't go on missions anymore. That was a hard day. To know one of the best in Mistral was off the table. But at least he did something with that time I guess. I'll have to see for myself if he is one and the same." Qrow mused.

"Only one way to find out. First things first, how did you get here?" Rex asked.

"Well, to put a long story short, my Niece and some of her friends decided to travel all the way here, to Mistral. Haven specifically. They got in a bit of trouble with some… crazier guy than me. We've been at a stalemate. I went ahead to scout out the academy and most of the city to see if he was still trailing us. They are hiding out in another part of the city while I do so." Qrow said, eyes darting around as they walked.

"Damn… none of us are getting a break. But at least Ruby and the others are alright. Of the rest of my previous mentored team, how are Weiss and Yang?" Rex asked again.

"Unfortunately, last I saw, Yang was still moping around at home and not quite back on her feet yet after what had happened. And the Schnee… I don't know anything about her situation other than the fact that she is in Atlas. While it would be nice to try and get your little 'powerpuff girls' back together, we have more pressing issues. Like the topic of enemies." Qrow said grimly.

"True. Do we have any idea who was behind the attack of Beacon? The only people I know for sure were there, were the White Fang and Adam Taurus. I fought both, however, Taurus got away and retreated with the rest of the Fang. If only that damn white light hadn't stopped me…" Rex muttered.

"White light? Ah, that's a little something from Ruby. A complete accident, but as some of us had thought, she's packing a bit more power than we thought before. Though it's a bit difficult to say of how to get her to operate it at the moment." Qrow replied.

"That light was Ruby… how…? You know what, I won't question it. I can ask another time when things aren't so pressing. Anyways, as before, who else attacked Beacon?" Rex repeated.

"Right… well, I have a few names, and faces, but I have had yet to see those I know of since the fall. Ironically, the leader of the attack was a woman by the name of Cinder Fall. Technically another one of the 'Queen's' pawns. But a strong one at that. As much as I wish she died on top of Beacon power when Ruby unleashed everything she had, she managed to limp away as far as we know." Qrow said with a bit of anger in his voice.

"Damn… what's so special about her? I can only guess…. Did she...?" Rex began.

"She got the maiden powers, yes. That's why it's a priority she dies. She will keep them until she does. And they are one of the keys to awakening the Leviathans Ironwood showed us Atlas is monitoring. So long as she has that power, _everyone_ is at risk." Qrow said.

"…this just got a lot more complicated and dangerous. Amazing." Rex said sarcastically.

"Mhmm… she wasn't alone. The guy chasing us was in league with her, under the same banner she was. She also had a few underlings of her own. They went by the names 'Emerald' and 'Mercury'." Qrow stated.

"Wait, Emerald and Mercury?! They were close friends with both RWBY and JNPR!" Rex exclaimed. "They were an inside source to us the whole time… and we had no idea…" Rex shook his head, hitting himself lightly on the forehead a few times. "How could I be so blind…"

"Hey, hey! Chin up, all of us got fooled by them. We didn't even get names until after the attack. Not like you could have prevented anything without that." Qrow said, trying to calm him down.

Just then Rex's scroll vibrated. He pulled it out after calming back down, and checked the message that had evidentially come from Blake. After a quick scan, he practically dropped the scroll right there. "Oh no…"

"What's up?" Qrow asked, he could see the alarm on Rex's face, already resting a hand on his sword handle.

"Blake and Sun are going to the mail room with… Emerald. It's a setup, it has to be!" Rex turned heel and bolted off in the direction they came. If he hurried, he might make it to them before it was too late. Qrow was right behind him, pulling out sword and readying himself.

"Dammit Qrow… not 20 minutes in this city and something is already going wrong." Qrow muttered to himself.

* * *

As Blake, Sun, and Emerald entered the mail room, Blake could already feel something was up. As expected, there was little her ears couldn't pick up, but all she heard was machines blotting out her hearing as they processed packages and letters. Beeping from some signaling their task was complete, and others just humming as they went along.

The three approached the counter. Since she didn't see Rex in there, she decided she might as well see if he picked up the package he was supposed to get anyways. But Emerald spoke first. "I need to pick up a package, under Emerald Sustrai." She requested from the wolf faunus behind the counter.

The man looked from her to his pad, then nodded affirmatively. "That is one of the high priority packages, you can pick that up in the back." He said with a nod, though his voice sounded almost… sickeningly sweet. He looked to Sun and Blake next. "And you two, what name are you picking up under, or are you just with Miss Sustrai?"

"Oh… I think the name was under… Oda Ao." She nodded, that was the name if she recalled correctly. "It might have already been picked up."

The faunus looked at his list, then looked back up to her with a nod. "Yes, that one has yet to be picked up, but like miss Sustrai's, it needs to be received in the back room. We keep high priority packages in a lockbox, for the recipient's hands only. If you will all follow me." He stepped out from behind the counter, and walked to a set of double doors, fairly thick at that. He held the door open and gestured for them to follow.

She was liking this less and less, maybe she should wait for Rex to arrive. But that could take a while. She had no idea where he was, and he hadn't responded to her message se sent a few minutes ago. Oh well… she could handle herself if something really did happen. The worse thing that could happen from what she could see is she gets attacked by two people. She could more than handle herself, and Sun was no pushover either. She guessed she was going to have to play along for now. Even if she didn't like it.

The three of them entered single file through the door, first Emerald, then her, finally Sun. The room was fairly dim, the lighting somewhat poor, she could hear slightly louder machines, running on low power to a point that she could still hear her footsteps as they walked on the concrete floor. While the dark wasn't an issue for her, she still didn't like the feel of the place, it felt cramped, boxed in. No, she didn't like this she wanted out. Now. She lightly reached back and tapped Sun's arm, making a head gesture towards the door.

In turn, Sun nodded. From the look of his face, a lack of mirth all together and very much agitated, she could tell he was feeling similar.

As they turned however, the door slammed shut, blotting out that exit with a latch. The wolf faunus postman was now gone, and they turned around again to see Emerald facing them, a smirk on her face.

"Emerald, what is this?" Blake asked with a slight snarl, placing a hand on Gambol Shroud.

"Oh this? This is business." She said simply, walking to the side as the lights in the room suddenly turned on. Mercury stepped out from around a corner, smirking harder than Emerald was by a long shot.

On top of that, no less than 10 White Fang members stepped out from behind crates, boxes, packing machines. On all sides the two of them were surrounded. Both Blake and Sun pulled out their weapons fully. She knew it! She should have called it from the beginning, when this would have been easier. Now they were vastly outnumbered. While the lackeys weren't much of a problem, she had seen Emerald and Mercury fight together in duo's before. They were really strong together. Never mind the fact she had seen Mercury win many one on two fights.

But then, what little confidence she might have had drained out of her. Rounding the corner, a calm stride about him, and grinning from ear to ear, he came into full view. Red hair blown back, two midnight black horns on his head, a black suit, red katana, and a Grimm mask of great ornamentation, Adam casually walked a few paces in front of his men. "Hello, my darling."

* * *

 **A/N: Wow, hey guys. Im finally back. With the semester finished i can finally stop sweating over tests and stuff and actually write again. Im going to be trying to upload as much as i can during the holiday. But as it says, Its the holidays, so i still have some stuff that will keep me busy. I cant guarantee any schedule, but it definitely wont be a month+ wait time for this, or RWBYHunter. The latter i plan to finish in its entirety over the break, in preparation for a new story. More on that later. With all of that said, let me know how you like this long overdue chapter, even if there wasnt really a whole lot of action in it, what i can do better, and what you think of the story thus far. Have a great week.**


	24. Chapter 24: Gone

Chapter 24: Gone

* * *

Blake and Sun slowly backed into each other. They were surrounded on all sides, and heavily outnumbered. Normally that wouldn't be a problem for her, but she knew for a fact both of them together would be no match for Adam. At least, it wasn't likely they were. But he was just one of them, they also had Mercury and Emerald to contend with, as well as the other White Fang members. She just hoped that Rex would be here soon.

No further time to think however, the White Fang guards charged them all at once, and the two of them sprang into action. Sun produced his Bo Staff, and she pulled Gambol off of her back, mere moments before the first armed assailant reached her. She deflected his sword easily, twirling Gambol and disarming him. A kick to the gut was followed up by her going into a roll, allowing Sun to smack the guard across the face with a twirl of his staff.

The rest of the guards engaged them soon after, forcing Blake to move away from Sun as she took four of them on at once. Thankfully for her, she had picked up a lot of practice against multiple combatants over the past few months. This should be child's play. A baton swung at her from her peripheral vision right as another Fang rushed her, a simple duck under the baton yielded a nice smashing sound against the other member's face, which she followed up on with a sweeping leg to drop him to the floor.

In one fluid motion, she pulled Gambol apart, and blocked the attacks of the other two Fang surrounding her, stopping sword and baton just inches from her. As she turned around however, and shoved first one then the other away, she noticed something. Batons and swords…. Where were their guns? She remembered practically every single member of the Fang kept both types of arms on missions or raids, even if it was just a handgun. But they were keeping them holstered, why?

She started piecing it together when one of the guards, armed with a sword, rushed her by himself. It was an easy block and let her knock his weapon away and deliver a swift kick in the side. But as she blocked his strike, she realized he was using the flat of his blade, not the edge. That, the batons, the lack of firearms use. It was adding up to a grim realization. An inexperienced fighter would think they were just being stupid and inefficient, but she saw through that quickly. They didn't want her dead, they were making sure they took her alive. And that terrified her even more then dying.

A quick glance to Sun told her things were rapidly degrading. He had taken care of his fair share of grunts, but now he was locked in a two on one with Emerald and Mercury. And it didn't seem to be going well. Mercury and Emerald were working in perfect sync, Emerald using her chain scythes to force Sun back, then Mercury moved in with his gun-boots and unleashed a flurry of kicks against him, rattling off shot after shot that Sun could only barely dodge and block.

Blake had her own problems however, as she turned back, Adam had already closed the distance on her, and their swords met in a smattering of sparks, showering over the both of them and brightening both of their faces.

Blake did her best to push against the pressure, but Adam was flat out stronger than her, and she had to quickly jump away, barely managing to avoid the sharp red edge of Wilt. Adam closed on her again, hacking and slashing wildly, a much different take from his usually calculated strikes. She deflected, blocked, or dodged them all, but they were wearing her down. This was not her style, she couldn't go toe to toe with him and win. She was going to have to get creative if she was walking out of here of her own free will.

Thinking fast, she looked around and hopped on top of a stack of boxes, barely avoiding his next strike. She snapped gambol back into one piece, and used her free hand to grab onto the metal shelving, and began scrambling up the side, far out of Adam's reach. All the while, she took potshots at him, one or two rounds at a time to keep him from pursuing her effectively.

When she reached the top, she pushed some boxes down on top of him and the few remaining Fang members that had recovered. It was a weak defense, but bought her some time. She jumped from shelf top to shelf top, her head barely grazing the ceiling each time, until with a clatter, she was above Emerald, Mercury, and Sun.

Acting quickly as Adam finally got to the top of the shelf, she grabbed a box of mail, and started dumping it over the side. The contents: letters, packages, boxes, and other miscellaneous items left in the bin, all came crashing down on top of Mercury and Emerald. Disoriented, they were forced to back off of Sun, and he finally was able to collect himself.

Blake was unable to see the fruits of her labor however, as Adam had closed the distance atop the industrial grade shelving, slashing wildly at Blake again, and almost putting her off balance as she barely dodged the strike. Rolling along the thin platform, she rose and broke Gambol in two once again, ready to face him.

This time, she had a bit of an advantage. Going into her own wild flurry of attacks, she was in desperation mode. There was no way she was going quietly, and Adam only had one sword to block both of hers. She slashed horizontally, vertically, diagonally. She aimed for feet, legs, face, body, arms. Anywhere she could see and thought she could hit, she went for. Unfortunately for her, Adam was fast enough to block most all of her attacks save for a few nicks that his aura blocked easily, but for the first time, she saw him break a sweat. He had nowhere to move but back along the row of shelving.

At least, nowhere to go that would yield instant results. Just when she thought she had him to the edge of the shelf, he jumped right, onto the next row of shelving adjacent to them. With a foot pushing off the edge immediately, Adam rebounded, and body slammed into her, sword against cleaver. Blake just managed to jump away to a shelf on the opposite side to keep from crashing down to the floor below, but in the process, the force on her wrist was too much, and her cleaver was knocked from her hand, and sent clattering to the floor below.

So much for her advantage, now she was down to a singular weapon, and clutching her wrist as Adam recovered. It wasn't broken, but it hurt to move too much. She had to find a way to get some distance on him. Looking around frantically as she rose, she could tell from a glance that someone had barricaded the door on this side, likely one of the Fang members who were disoriented prior. It would take too long to pull the boards down by hand. She would get cornered too easily that way, and lose the high ground.

No, she was stuck in this fight until it was finished. So she was going to have to try and buy more time and either wear Adam down or hope Rex arrived soon. Spying a hanging light, she swapped modes of her remaining weapon, wrapping the ribbon around her good wrist and chucking it around the fixture, she took a leap of faith, and used it as a grapple to swing over to the top shelf on the opposite side of the room, barely touching down properly on the other side.

As she pulled her makeshift grapple back to her with a groan of the light fixture, she acted fast and shot the fixture down with two precision shots, dimming the light in the room noticeably. Breathing hard, she took another few shots at the barricade pieces on the door, maybe she could at least weaken them enough to smash through? But after a handful of shots to the door, her gun clicked empty. She had to reload, a simple task, but one that proved near impossible with her hurting wrist, as she fumbled with the new magazine for a solid 10 seconds, ample time for Adam to walk up to the shelving below her, and look up.

"It's over, Blake. Time you gave up." Adam said simply.

"It-It's not over! I won't give in to you!" She shouted back down to him, albeit a bit more of a waver to her voice then she would like. She was honestly telling herself that more than anything, even then, she could see Sun was down for the count.

While he seemed to have put up a good fight against the duo, Emerald and Mercury proved to be too much for him, and he was lying unconscious on the ground. The both of them walked up next to Adam, Emerald nursing her arm, and Mercury holding his side, a plethora of bruises on both.

"You and I both know how this ends, and it's with you coming with me, whether you like it or not." Adam retorted, gripping Wilt's hilt.

"I… will _never_ go with you. Not willingly." She panted out, finally getting the magazine loaded in properly with a snap. "If you want me… you're going to have to come up here and get me…" She knew he would just block every shot she took at him standing still. If he wanted her, she was going to make him pay dearly to try and climb up there for her.

"Or, I can just make you come to me." Adam responded. Pulling Wilt out fully, he turned the blade towards Emerald, who pulled out one of her own weapons, and rattled off several rounds at Adam, who deflected and absorbed each one.

It hair glowing with energy, Blake realized what he was doing as it was just too late for her. A powerful slash of energy left his blade as he swung, cutting clean through the lower levels of the shelving, and sent the metal shelves, mail, packages, boxes, and Blake, crashing down to the floor below. She came in contact with a multitude of things on the way down, some hurting more than others.

Then suddenly she was on her back, groaning. He vision was cutting in and out as she saw Adam standing over her. "No…please…." She mumbled out weakly, trying to grab for a Gambol Shroud that was so far out of reach she couldn't even see it in the rubble.

"Time to go home, my love." Adam smirked as he leaned down, and then everything in Blake's vision went black.

* * *

A myriad of emotions were coursing through Rex as he ran down the stone walkway back towards the Haven Post Office, Qrow hot on his tail. Fear, worry, regret, anger. All of them bubbling up to the surface as he rounded the next corner, the post office in sight. Was he too late? Was Blake hurt? Injured? Dead? How badly had he messed up to just leave her and Sun alone when he should have been more cautious knowing they were probably looking for the both of them.

It didn't matter now, he was there, and he was going to do whatever it took to make sure the both of them were walking out of there.

He burst into the front door, and all he was met with was an empty front room, the only sound was machines sorting and whirring as mail and packages went through. No teller… his eyes darted to the door leading to the back, it seemed damaged. Running up to it, he tried the door. No lock, but it definitely didn't want to give.

Just then Qrow caught up with him, panting a bit harder than Rex expected him to. "They must be in here, you alright?"

"Yeah… just can't work as hard as I used to, but ill be fine… we need to get the door open, step back." Qrow said a slight bit haggard.

Rex shook his head slightly. "I can tell you're lying through your teeth with that but fine." He moved out of the way, and Qrow fired one shotgun round right into the middle of the door, his sword whirring and shifting as it extended and curved to form his scythe. Rex supposed there was some truth to his earlier statement, as the man sliced through the door in one attempt, and Rex came smashing through the door the moment the blade was clear.

The sight before him when he got into the back mail room was not what he was hoping for, nor expecting. A quick survey showed that the room looked like a tornado had gone through it. Shelving was disarrayed, and some even sliced down, cuts that were so precise and devastating he knew only one person who could cause them so easily. His eyebrows narrowed as he unsheathed his blades to their full length, and stepped into the room. Lights were flickering, and one was smashed on the ground, dimming the room noticeably. Mail, packages, boxes and other things were strewn about, and signs of an intense fight were obvious.

Several bodies were all around the room, but one of them stood out to him. A monkey faunus, blue jeans, white over shirt unbuttoned, a shock of blonde hair, and a Bo staff laying by his side. Sun. Both him and Qrow dashed over to him, kneeling down.

They rolled him over carefully, Rex surveying the area while Qrow checked him out. "Hey, kid? You look like you took some heavy hits. You still there?" Qrow asked, shaking Sun slightly and trying to sit him up.

With some weak coughing, Sun cracked an eye open. "They got her…" He mumbled. "They got…. Blake."

In an instant, Rex was by Sun's side, listening attentively, but frantic as he sheathed his blades. "Where did they go?!" He almost shouted at him in his panic.

"I think…. I think the air docks… they left a minute before you got here… I didn't see them…. But I could hear them talking…" Sun coughed again, and Qrow pulled out a flask. "Here kid, no alcohol this time, been out of that for a while. Granted you could use this more right now." Qrow put the flask up to Sun's lips, and prompted him to drink.

Rex on the other hand, already rose, and looked out the gaping back door. "Im going after them. Catch up to me when you can get him on his feet!" Rex growled out, and took off out the back door before Qrow could try and argue with him, leaving the two of them alone in the destroyed room, with several groaning White Fang members incapacitated.

* * *

From what he could remember about Haven, he took the shortest route possible to the air docks, which were lying on a Cliffside over a large river chasm. When he came around the last corner to the straight shot to the pads, he could see them climbing the steps up to several already whirring up bullheads.

There was a dozen or so White Fang on standby in the bullheads and following Adam, who stood out to him from the rest. Next to him however, between two guards, was Blake, head bent down and getting dragged between them. Seeing her being dragged away only made him angrier, and another rush of adrenaline pumped through him as she sprinted forward, eyes almost igniting with a black haze.

Rex shouted some ungodly scream as he charged forward, the nearest guard that rushed forward to stop him didn't stand a chance. He didn't even give him the grace of a proper scuffle, ducking under his hasty strike and slicing right along his abdomen, and kept running as the faunus hit the ground behind him.

But even with his haste it was all for naught. The bullheads lifted off right as he reached the pad, he watched as Blake lay unconscious on the floor of the bullhead, at Adam's feet. The door closed, and the three bullheads turned and pulled away. Out of desperation, Rex shifted his blades back and took a few potshots at them with his gauntlets, but it was a fruitless effort. She was gone.

Rex just watched, his mouth absently hanging open as they flew off. He dropped to his knees slowly, just staring at the horizon where they disappeared. He…. Couldn't believe it. In a way it was surreal, but horrifying to him. Blake was gone. Just… gone. His blades absently slid back up to rest against his arms, and he fell onto all fours finally. For the first time in what he was sure was years, he felt tears surface, and he started crying. Though crying would be an understatement, he started bawling. "BLAKE! Blake!... Blake…. no…" His cries trailed off as he fought for air amongst his tears, sitting back up finally. He reached up and weakly wiped a smattering of tears, but they just kept coming.

He heard footsteps approaching behind him, and a half attempt to look behind him told him it was Qrow, who was helping Sun walk alongside him. "So…I see this went worse than we hoped for." Qrow said bluntly, staring off into the distance as well. Clouds were starting to roll in, and the sun was now starting its descent from its afternoon high.

"She's gone Qrow. She's gone…" Rex trailed off, still at a loss for what to do.

Sun was silent for a moment, before he himself collected his thoughts and spoke. "I… should have been better. We were surrounded, but I should have been just as aware of that trap. I just didn't really think about it. This is my fault…"

Rex rose slowly, turning around to face the two of them, looking particularly at Sun. He stepped forward, pulling his cloak around him. "Blame yourself all you want. Yes you could have done better, but this isn't so much your fault as it is our enemies taking advantage of their camouflage in the school. We had no clue, you and me both. Were it not for Qrow, I wouldn't even know you both were in trouble by Emerald's name alone until Blake didn't come back after hours of waiting."

"I… you're right…" Sun conceded, slumping into Qrow slightly.

With a grunt, Qrow supported his weight. "So, what do we do now. There's a lot on our plate, and while I have knowledge, I can't say I have a plan for what to do, other than start searching for her."

"How many were left in the room? The mail room." Rex asked coldly.

"5 or 6. Why?" Qrow asked.

"One of them is bound to know where they were headed, or provide a manifest or something! I say we start with them." Rex replied, and walked off without another word.

Qrow however, couldn't help but shiver a bit seeing the look on his face. He had hardened out quickly after his breakdown. Both him and Sun looked at each other with worry, and then hobbled after him.

* * *

Back inside the mail room, Rex stormed into the disaster zone, and locked on to one white fang member that seemed a bit different from the rest. A pair of wolf ears on his head, and dressed in more civilian clothing then standard Fang uniform.

Storming over to him, Rex roughly yanked him to his feet with a yelp, and slammed him against the nearest wall. "Where… did they go." Rex asked the half conscious faunus, unsheathing one of his blades and putting it close to his neck.

The sudden blade in his face and the manhandling woke him up quickly, and fear struck him. He mumbled something, but seemed hesitant to say anything concrete.

"ANSWER ME!" Rex half shouted, putting the blade right against his neck, and his aura flared, a black hue running over his body. His anger was getting the better of him, his eyes washing over black once again, and he leaned in closer.

"Menagerie!" The faunus squealed, pining at his neck and shuddering in fear.

"Thank you." Rex said, pulling the blade away and retracting it. Then he pulled the faunus away from the wall, and yanked him up with all his strength and threw him into a pile of boxes.

A moment later, Qrow and Sun came hobbling in. Now at least Sun was walking with minimal assistance, but he still looked shaky. "You know, if you want information out of them, its better they are kept alive and preferably not maimed." Qrow said.

"Don't worry, he will be fine. I got what I needed from him anyway. They went to Menagerie." Rex said.

"So what? You just going to walk into Menagerie and expect someone to direct you straight to her?" Qrow asked, cocking an eyebrow. "Have you even been there before?"

"Have you?" Rex responded.

"No, but I at least have enough information to know what it's like. And you won't like it. You _aren't_ going there alone. I don't care how desperate or strong you think you are." Qrow replied, walking up and crossing his arms in front of Rex.

Rex scoffed, looking away from him for a moment. He remained silent for a time, before finally giving in. "Fine. We will do this your way. I don't suppose you have a plan now do you?"

"Well, somewhat, but for once, I don't have the contacts to bring it all together, or the knowhow to make it work." Qrow said slightly bitterly.

"Damn… well…what would we need?" Rex asked, looking back to the two of them.

"Well… we would need more than just the three of us. Menagerie isn't massive, but definitely big enough to need a notable group of people. Preferably hidden so that we don't make a scene when we are there. They would need a high level of training if we want a chance of breaching whatever defenses the Fang have, and be we outfitted and coordinated. I don't suppose your old Master Oda could provide all of that for us, could he?" Qrow asked.

"Unfortunately, no. He can't. He can do a lot of things, but he can't raise a strike force like that. As much as he would like to help I'm sure. We need someone with a different background then just tradition to help us…" Rex's eyes lit up slightly, and a realization came to his mind. "Flavia."

"Uhhh… Flavia…who?" both Qrow and Sun asked in sync.

"Flavia Viridis, Commander of the Mistrali Dragoons. Me and Blake met her and one of her platoons on the way in to Mistral. For whatever reason, she took a liking to the two of us. Be it out of respect for us trekking that far by ourselves in the wilderness, or some other reason, I have no idea. But I'm sure I could convince her to help us out." Rex said.

"Ah, the Marsh Queen herself. I've heard stories about her, she's practically a legend already. She made many advances in military hierarchy and operation methods for the Mistrali Military. Showed Women can do things just as good, and got the Faunus a good foot in the door for the military as well. Never mind her prowess on the battlefield is nearly unmatched. I definitely would like to see it myself. If she is who you're talking about… well, we will be in good hands." Qrow chuckled. "But I will leave that up to you to get in contact with her. I need to get monkey boy here some proper medical attention, as well as get the other kids that I've had to play caregiver for someplace proper to stay. Wouldn't mind if I took 'em to old Oda would I?"

"I don't mind, plenty of room in the monastery, but ask him yourself. I'll go track down Flavia and plead our case. Hopefully we can figure out a trade to get her to help us." Rex said.

"Good. It's a start." Qrow stepped forward and padded him on the shoulder a few times. "Chin up Rex. We'll get her back." He motioned to Sun, and the both of them left the room, Sun hobbling along behind Qrow.

"I hope you're right Qrow. I really, truly do." Rex finished, then took off.

* * *

Thankfully for Rex, the walk out of Haven was short and uneventful, and the walk towards the military sector of the city was equally short, seeing as it was relatively close to Haven. Soon enough, he arrived at a guarded gate, and he could tell if he was going to actually reach Flavia, he was going to have to find her the sneaky way. Looks like he was going to be staking out until nighttime…

A few hours later, Rex was sitting on the nearest rooftop as the sun finally dropped behind the horizon, and Mistral was plunged into darkness, save for the lights of the city itself. In this quarter however, there wasn't nearly as much light, save for spotlights along the guarded walls of the military compound. Even worse for Rex, it had started to rain as well, leaving him drenched. He supposed it could be worse, it could be sleeting instead.

Getting up from his perch, he looked for a gap in the guard's rounds. It was easy to spot a nice dark corner that no one was anywhere near or watching at the edge of the compound, and he let his semblance take over. In a whisk of a shadow, he was gone from his original position, and appeared inside of the compound. Now if he were a commander of the most elite force in Mistral, where would he be?

"Delta platoon is returning from their rounds, clear the landing pads!" he heard the shout of soldiers, and all eyes and lights seemed to gravitate from the walls to the landing pads. Four bullheads touched down on the landing pads not too far away, and a platoon of heavily armed soldiers, suited up in very familiar uniforms to him stepped out.

At their head, was one suit of armour that he had seen only once, but was distinctly different and recognizable from the rest, even before the helmet came off.

"Welcome back Commander Viridis!" One soldier said with a hard salute, the squadron of soldiers forming ranks behind her as she pulled her helmet off.

"Thank you, at ease men. I have some communications notices to deal with. See to it Delta platoon gets cleaned up, fed, and outfitted, they will have another round of clear-outs tomorrow evening. The Grimm seem insistent on being more aggressive than usual near the walls." Flavia replied easily, and notably prominent and loud, even amongst the howling wind and rain, which Rex was doing his best to keep off his face as he watched her walk off the pad, and down into a bunker-like building. Her soldiers were immediately met with several support staff, and lead off the pad to some free standing stone buildings not too far away, likely the barracks.

But that was no concern to him. He was going to keep track of that woman that Blake's life depended on right now. And with another flicker of his semblance when he was sure no one was watching the door Flavia had just entered through, he Shadow walked to the door, cracked it open quietly, and stepped inside.

* * *

The inside of the bunker was lit up by more monitors then lights. Rows and rows of intel panels, radars, and other information that Rex couldn't understand at a glance lined the walls. It was quiet in the room, only the humming of computers and ventilation could be heard.

The first step he took made him stop immediately, as he heard the click of a firearm hammer getting pulled back, and in the center of the room, rising up from behind a massive holographic strategy map of Mistral and the surrounding area, was Flavia Viridis, her handgun loaded and trained on his head. "Im going to ask you to step forward and into the light. Very, very, slowly. One twitch out of line and you are finished, intruder." She said far too calm for his liking.

Rex slowly put his hands up, his hood falling back as he stepped forward as she instructed. After several agonizing seconds, he stepped into the light, showing his face fully to Flavia.

She tilted her head slightly. "I remember you… from in the marsh. Rex, correct? What are you doing here?"

"I… need help… but how did you know I was there so easily?" Rex asked.

"Simple. I didn't, until you entered my private intelligence bunker, which only I and a select few special operatives and other specialists have access to. The only reason you got in here at all was because I neglected to activate be lockdown code for the door because I was only planning on being in here for a few minutes." Flavia replied simply, finally lowering her handgun.

"I… well... fair." Rex said, unable to find an adequate retort for that.

"But that is beside the point. I told you to come to me if you or Blake needed anything, and I plan to hold good on that promise, to a point. What is it that you need? You said you needed help." Flavia said

"Yes… its… hard to say Flavia. And it's a tall order… but you are the only one we could think of that might be able to help." Rex was quiet for a moment, before finally working his courage back up again. "Blake has been taken by the Fang.

"She what?!" Flavia was immediately responsive, rounding the table and next to Rex. "When, where, how?"

"Today, Haven. The mail room. Adam Taurus took her. We were split up, and I realized the trap too late. She has been taken to Menagerie." Rex said shakily, clenching a fist tightly.

"Menagerie… damn it!" Flavia walked back around to the other side of the holotable again. She pulled up several schematics, files, and papers, and began sifting through them. "That makes things very, very difficult."

"What makes it that much more difficult, is it a matter of kingdoms and nations and the like? I just need a small infiltration team to find Blake." Rex asked, stepping up to the holotable.

"Its not just that, infiltration is something that can be done easily, but there are a lot more variables in play if she has been taken to Menagerie. The White Fang now basically owns that place. Its not friendly to anyone not a faunus. Not that there were any humans going there before, but until recently, it wasn't a 'kill you on site' kind of thing. Among other complications. This is a massive joint effort, but I think we can actually help each other." Flavia responded.

"I… didn't know the situation on Menagerie was that bad. But im willing to do whatever it takes to get Blake back. What is your price?" Rex leaned forward as he asked his question.

"Cheap and expensive at the same time. You want me to help you get Blake back from the Fang, then im going to need you to help me liberate Menagerie so Mistral can get its trade routes to it back, as well as the seized ships. To do that, that means toppling the Fang's hold on Menagerie." Flavia said, slightly agitated as she looked up from her holographic files. "Think you can do that?"

"If it gets me Blake back, I can do whatever is necessary." Rex said resolutely.

"Good. I hope you are fine with working with Atlas. General Ironwood is going to want in on this strike too." Flavia said with a slight smirk.

"I… have worked with them in the past. You could say. It shouldn't be an issue." Rex replied curiously.

"Excellent." A small drive popped out of a terminal by Flavia, and she slid it across the hologram table to Rex. "I hope you're willing to do a lot of reading, that's just a fraction of what you will need to know. I'll get you clearance to come back here tomorrow, when I'll have more details, and a meeting with the general about this strike we will have to formulate. In the meantime, start reading."

"Ill read through a whole damn library if it means getting Blake back." Rex said quietly, stowing the memory drive inside of his cloak, and turning to leave.

"I wholly expect you to Rex." Flavia said simply.

Rex nodded, and quietly left the room. He had a lot to do, and reading was just one thing on the vastly long list of things that was running through is mind.

* * *

 **A/N: Well, not as soon of an upload time as i would have liked, but definitely not a month. So ill take it. Theres is a few things in Vol 4 that im waiting on to see if they are important for me to include, or retconn for this fic. So far nothing that would require drastic changes has happened, as its notably different from the direction this fic is heading in. I cant wait to see whats next, and had a lot of fun making this chapter. As always, let me know your thoughts on the story thus far, what i can do to improve my writing. And as usual, have a great week, and a happy new year.**


	25. Chapter 25: Cold

Chapter 25: Cold

* * *

Rex was sat in the monastery library for probably the first time in years, poring over all the information Flavia had given him on the data drive. Most of it was on Menagerie, recent history, as well as the lay of the land. Seeing as it was a place completely foreign to him in every aspect, as well as extremely hostile to him, he was making sure every bit of information stuck with him.

The island itself was largely desert, almost two thirds of it in fact. What little of it was habitable was grossly overpopulated, the density on the charts he was looking at were through the roof. Compared to the kingdoms more even layering of population, Menagerie's population was centered around the lushest part of the island, and it was far denser then both downtown Vale or Mistral.

It was shocking to Rex that the Faunus even made do with so little space for so many people. Farmland, industry, shipyards, residential zones, all of it was jammed into less than a third of the space on the island. And from what he could tell by the limited view he had by just reading and pictures, they had managed to keep it all together after the great war and not break down into total madness or anarchy.

One benefit to the massive population density was that it made it easy for someone to slip into Menagerie relatively undetected, assuming you were a faunus that is. Reading up on the recent history, things had gotten even worse for Menagerie, or better, depending on how you viewed it. After the great war, Menagerie was a relatively disorderly place. While it still is, the leadership of… Ghira Belladonna helped organize the faunus into making Menagerie a livable place, and cooperate better.

Ghira Belladonna… he hadn't really talked with Blake a lot about her family. It was something she avoided whenever possible, even with him. He knew they existed, but that was about it. It seemed Ghira stepped down as head of the White Fang several years ago, just before they started turning violent. If this was Blake's father… well. He was learning new things about her every day he supposed. Would have been nice to know about this a bit earlier, but maybe he could have an ally when infiltrating the place, plead a case to him. Surely he cares about his daughter enough to force the Fang to let her go, especially seeing as he used to run the Fang himself.

However, as he skimmed down the bio, he quickly realized something else about Menagerie, a few months ago a coup was held, and the Fang took total control over Menagerie, just a few months after Beacon's school year stated. That… that is probably the 'complications' Flavia was talking about. Now Rex wasn't even sure if Ghira was alive at all. He would have to hope he was; else this would be a lot harder than he had ever thought it could be.

Shaking his head as he stood up finally, and leaving the data pad he was viewing from on the table, he quickly left the library. He now had a lot on his mind, maybe a bit of training could help him think about all of it a bit more. After all, he was going to be granted one person to bring with him personally to retrieve Blake among the rest of the strike force Flavia was assembling. But who to choose…

In the courtyard, Oda was waiting, sword drawn as he was practicing his form alone. "Ah, hello Rex. I see you have finished reading?" He asked as he made a few practice slices in the air around him. Rex watched as his faint trailing phantom strikes followed behind his swings. It was always particularly hard to fight Oda, even as a child and teenager he only beat him once. Maybe now would be a good time to try again.

"Yes, in fact. I was just thinking on some of it now." Rex said as he walked slowly around Oda, and to the opposite side of the courtyard. There, his blades hung on a rack. He picked them up, and slipped both sets of them back onto his arms, pulling them tightly in place, then letting the blades extend fully. He walked back towards Oda, who was waiting idly and watching him.

"Good. Care to share anything with me?" Oda asked, readying himself for the fight he knew was coming. He held his sword loosely in front of him, steely cold calm of a trained and confident fighter evident in his stance.

Rex himself stopped a few paces away, just out of reach of Oda's swing distance. He raised his left arm up, the extended blades just barely tapping against Oda's sword, teasing, taunting, testing. "If you can dance and talk, I would love to share." Rex replied, loosening his body up and waiting for Oda to strike first.

"I couldn't think of it any other way." Oda simply replied, unleashing three swift strikes at wildly varying angles. The last of which was semblance infused with an extra strike weaved in.

Rex responded quickly, deflecting the first, rolling the second, and blocking the third, but the added force of the follow up phantom strike knocked him back and made him regain his balance. Shaking himself back into form, Rex stepped forward again, lining his blades up with Oda's waiting one, relatively unfazed by his assault. "I hate all this waiting, you know? Every second I'm here, I'm not out tracking her down, saving her from whatever hell she might be in right now."

Rex forced himself quickly into Oda's guard with his semblance, grinding the edge of his blades against Oda's sword. The two of them were evenly matched in strength, but Rex was pressing his advantage. Keeping both sets of blades firmly pressing on Oda's sword, he pushed Oda back further and further, until the man did a short hop back and slashed, forcing Rex to back away.

"I understand, but going alone means you would more than likely suffer a similar if not worse fate then she is. I don't like leaving her missing any more then you do, but to lose both of you because of you being reckless would only make things worse." Oda said calmly, steadying himself. Not a moment later however, he charged at Rex with great speed, hacking and slashing at him with two handed strikes. Rex could feel the force of the blows he blocked as his heels ground through the gravel.

"Maybe, but even still. Menagerie isn't that big of a place, I'm sure I could find her fast enough. Or at the very least know I was doing something with my time besides sit around and let her suffer!" Rex retorted, using as much of his aura as he could to fuel his semblance further, and suddenly he was right in front of Oda as the man was readying himself once again, and unleashed a brutal flurry of hacks and slashes at him. Finally, Oda's grip slackened, and he let his sword clatter to the ground beside him on the next strike.

Rex stopped his assault, the tips of his blades millimeters from Oda as he stood there panting. He lowered them slowly, knowing the fight was over. Even still, he couldn't help but feel Oda was holding back just a slight bit in that fight. He knew Oda was better than that, but now wasn't the time for questions, Oda was approaching him.

"I understand your frustration Rex. The time will come for you to go, sooner than you think I'm sure. The best thing for you to do is keep sharp and be ready for that time to come, so you can be ready to get her back, as well as free Menagerie from the Fang." Oda stated, resting a hand on Rex's shoulder.

"And you can't do that if you burn yourself out or get yourself killed." A grizzlier voice said from the entrance to the courtyard. Looking in that direction, Rex immediately identified Qrow. He stood up straight and dusted himself off slightly after retracting his blades.

"Well, you sure work quick. Good to see you Qrow." Rex said quietly, crossing his arms and looking at the huntsman.

"Yeah, you could say that. Brought a couple of crazy kids along too, assuming you have the room for 'em." Qrow responded, stepping out of the way of the entrance, and in walked Jaune, Ruby, Ren, Nora, and to Rex's slight surprise, Sun.

"We should have plenty of space for them, ah, Qrow, yes?" Oda replied with a nod.

"Yeah, that's me. And you are Oda Ao if I'm not mistaken." Qrow responded as the last of the group entered the courtyard.

"Whoa… this place looked cool from the outside, but inside it's incredible!" Nora said a slight bit giddily.

"It certainly has an air of peace about it." Ren said quietly, nodding in approval.

Jaune on the other hand, stepped forward slightly, nodding to Rex. "Hey."

Rex looked him over. He was the last one to see him after Beacon fell after all, watching over the rest of JNPR and most of RWBY. He definitely seemed to have had his own fair share of fighting. And while Jaune had never been one of Rex's primary pupils, JNPR had been close enough to RWBY that he couldn't help but call them extended family at this point. "Hey. Glad to see you all made it here in one piece."

Before Jaune could respond, a blur of red was right in front of Rex's face, bouncing in front of him. "Rex! It's been so long!" Ruby said with a bit of renewed vigor, seeing another friendly face.

"It certainly has Ruby." Rex said solemnly. "I just wish we all were around for a reunion…"

"Yeah… Qrow told us what happened." Ruby said sadly, her momentary happiness shot down just as fast as it had surged. "If we had been there, I could have… we could have helped… but even then we were too late. Blake doesn't deserve that fate; I wish we could help you."

Rex smiled weakly. "Well, one of you will be able to. I get one partner to bring along with me to Menagerie when the time comes, and I would like it to be one of you all."

Ruby's eyes lit up a bit. "Really?! I'm sure with any of us Blake is surefire going to get saved!" Ruby said a bit more upbeat.

"Yeah, definitely. The problem is just choosing." Rex said as he looked among the six others in front of him. Ruby, Ren, Nora, Jaune, Sun, Qrow. All of them had different strengths to him that he could pick out on a dime. And he knew who he favored for a mission like this over others. But the time to choose could wait, as Qrow approached him.

"Speaking of rescues, Flavia got in touch with me. She wants the two of us to go back to the military district for a briefing of sorts. Let us know how exactly this is going to go down." Qrow said.

"Of course. Better to get this out of the way now so we can leave sooner." Rex said slightly agitated.

"Agreed. Let's go. I'm sure Oda here can handle these few while we're away." Qrow responded in kind.

Rex nodded, concealed his weapons behind his cloak, and the two of them quickly left the monastery.

* * *

The vaguely familiar light of dozens of monitors and information boards washed over Rex and Qrow as they stood around the massive circular holotable in the middle of Flavia's bunker. Contrary to last time, there were a few dozen people in the bunker, checking information feeds, watching drone cameras, and performing other tasks as they moved about the room.

Rex and Qrow were on the opposite side of the holotable from Flavia and one of her analysts. After brief waiting period, everyone else in the room got quiet, and a hologram of Ironwood appeared on the other side of the table, midway between them and Flavia.

"Hello General, I trust you are ready to begin as well?" Flavia asked him.

"Of course. I have everything set up here on my end, but this is your show this time Commander. We are merely assisting." Ironwood replied, nodding to the four of them.

"Of course. Now, to start off. This mission has multiple purposes, to liberate Menagerie from the White Fang, weakening their cause as well as their primary recruiting grounds. And to rescue Chieftain Belladonna's daughter. From what we have seen with drone scanning done by my people and the Atlas military of the populated sections of the island, we have pinned Blake Belladonna, the Chieftain's daughter, to most likely being held in the tower at the center of the main city, built just behind the old Chieftain's home." Flavia began.

"From what we can tell, the main tower is surrounded by a courtyard and several buildings which look to be barracks. We suspect this is where the Fang has established their base of operations. Which means this gets a lot simpler on where to look, but also a lot bloodier. The entirety of the compound is walled in, at least from an aerial view. We won't know the status of that wall or if there are any other ways in until we are on the ground, and have had our strike teams form up with the resistance there." Flavia continued.

"Resistance?" Rex asked.

"Yes, believe it or not, some form of resistance to the White Fang coup led by Sienna Khan has occurred. Ironically, the resistance is headed up by Ghira Belladonna. It seems the old chieftain wasn't interested in just handing his title and his people over to him that easily. Which give us a fighting chance to get somewhere with this. However, that also means with this many civilians in play, being in the middle of the most populous part of the continent, we have a lot of variables to deal with." Flavia concluded.

Ironwood picked up right where she left off without skipping a beat. "Our staff has concluded if this escalates too quickly, chances of major civilian casualties and massive damage are above sixty percent. And the chances of this escalating to a full scale battle are likely. If this doesn't stay in the compound, a lot of people that don't need to get hurt are going to. We trust each and every person going on this mission is going to perform their role to the letter."

After a brief pause, Ironwood continued. "Atlas has come under a lot of fire lately after what happened at Beacon, even if it wasn't our fault. A lot of people don't see it that way. If this turns into a civilian massacre, I likely lose my position, and the second Great War very well might ensue. There is a lot hanging on this. We are counting on everyone both on the ground and in the comm rooms to perform their job expertly. Which is why only the best are going on this mission."

"Which is also why Ironwood will be sending minimal actual forces to assist us in this, even if this mission is vital to all of Remnant. General?" Flavia interjected briefly.

"Yes. As such, beyond one ship containing relief supplies and some soldiers to defend it, as well as an extra company, the only other person from Atlas going will be Specialist Winter Schnee. She is the only one I trust enough to fulfil this mission when the stakes are this high. She will meet you all on the island after the attack on the compound has begun however, seeing as there is no way we could mask her Schnee traits. She would stand out too much otherwise." Ironwood said.

"Now that said, Rex. Whoever you choose to take with you and Winter are not the only ones going with you. You will have some of the best of my Dragoons, disguised as the population, that will be going in with you. Some have already been deployed, others will be with you all when you are sent to Menagerie by boat. We already have one commandeered for you, leaving in twenty-four hours. When you get there, you are to seek out the local resistance. You will know what you're looking for when you get there." Flavia said simply.

"I see…" Rex said, slightly confused.

Qrow just smirked a bit. "Will that be all for us?"

"Not quite, Qrow." Flavia responded, changing the holomap from Menagerie to Mistral and the surrounding area. "Thank you for your time General. We look forward to a mission success."

"Of course Commander. Ironwood, out." Ironwood said blankly, before his hologram faded away.

"We have one more thing that I would like for you to look into while Rex here is away." Flavia said, as a large red coordinate square popped up in the northeast of the map, outside of the kingdom.

"What's so special about that place?" Qrow asked nonchalantly.

"That place, is an old part of Mistral. Long abandoned. This was back before the Great War. It's mostly ruins now. Few to no people live there, seeing as it has the highest concentration of Grimm that close to the kingdom. The problem is though, as of recently, something has been happening there that has drawn even more Grimm to the area. Some of my scouts have also reported odd lights, sounds. It's not normal. People tend to stay away from that old part of the city because its rumored to be haunted by more than just the Grimm, though there is little to nothing to back that up. The point is, I would prefer for you to investigate that so my men can focus on this mission, and I don't have another issue on my hands in case this is something worth noting." Flavia said.

"I get what you mean. I'll go take a look at it, maybe bring a few friends along too. What would you rate this on a scale of 1 to 10 as far as danger goes?" Qrow asked.

"In theory its nothing but a bunch of Grimm behaving unusually as they tend to do a lot. So I would just say 3, but because this is far more… odd then normal, I would put it in the yellow spectrum at a 6. Whoever you take with you should have some experience outside of kingdoms boundaries." Flavia concluded.

"Alright then. I know who ill flag down with me, after Rex makes his selection that is." Qrow nodded to Rex.

"Yeah, trying to think on that now. I'll let you know by sundown Flavia." Rex said plainly. Truth be told however, knowing both Qrow and Oda were off the table was a bit distressing for him. His two primary options were now off the table. This was going to be a tough choice. But who to pick…

* * *

When he walked back into the courtyard of the monastery, Qrow having broken off from him to go scout the area he was checking out ahead of time, he was surprised to find Sun in the middle of the courtyard, practicing by himself.

"Sun? What are you doing here?" Rex asked with a surprised look.

"Training. Oda is showing the others around the monastery, but I wanted to keep practicing. I can sightsee a bit later." Sun said a bit strained, spinning and kicking as he moved around courtyard, practicing his fighting alone. This was certainly not something Rex expected out of him. From what he remembered, Sun was a lot more laid back then this, but he seemed almost distressed.

Rolling his eyes subtly, Rex walked into the courtyard, tossing off his cloak and standing in front of Sun. He adopted a ready stance, and unsheathed his blades. "Well, training is a lot more useful with a partner, as much as I approve of the continued practice. Talk to me, with your words and your staff."

Sun nodded, reforming his stance. The two paced around each other for a few seconds in silence, carefully tracing each other's movements.

"I always spent too much time wasting time you know? I was good enough to be a huntsman, but not good enough to be a great huntsman, you know?" Sun started, twirling his Bo staff around and slamming end over end across Rex's crossed blades, until he smashed it down with shocking force to the ground where Rex was a moment prior.

Rex however, disappeared in a flash in the fading light, more and more shadows casting themselves along the ground and walls as the day was starting to reach its end. Suddenly, Rex was behind Sun, smashing into him with a body slam, and rolling over Sun as he landed back on his feet. "I know the feeling of inadequacy that you're talking about. It cuts deep, like a knife. And you only get that feeling when you messed up, bad."

Reeling, Sun got back to his feet and charged at Rex again, breaking his staff in two, and twirling both nun chucks around his body. As he unleashed a barrage of hits and rounds at Rex, he deflected, blocked or redirected the hits and shots elsewhere, avoiding serious injury by hairs every time. "I know, that's why it just keeps getting at me! As much as you blow me off and try and act like it wasn't something I could control, I know Blake is gone because I wasn't good enough! If I had train more, maybe I could have handled Emerald and Mercury, and helped her! If I had practiced more, maybe I could have kept her from getting nabbed! If I had worked harder, maybe I wouldn't have been uselessly on the floor while they took her away! I want to correct that!" Sun practically shouted as he sent hit after hit Rex's way.

Rex finally phantomed away with his semblance, appearing next to a weapon rack against the wall. On it was Gambol Shroud, retrieved from the back room of the mail room by Qrow. There hadn't been a lot of fanfare, it had more hurt Rex to see it then bring him comfort. He had tried to just ignore it more than anything. But now he lifted it up, holding it gingerly with both hands has he retracted both sets of blades, panting. "So… you really feel that bad…. Huh?"

Sun turned towards him, starting to ready himself again, before stopping himself. "Yeah… yeah I do. I have nothing I can do to correct it but make sure I'm better for it in the future." He said, retracting his staff and putting it on his back.

Rex looked down pensively at Gambol Shroud, little scuff marks, scratches, other things that could easily be buffed out with someone caring for it visible to him. He was silent for a few moments, then finally he looked up at Sun. "You really want to help? To correct all of this? Then come with me to Menagerie tomorrow." He said, eyes narrowing slightly.

Sun looked at Rex with slight surprise. "But, but I'm nowhere near the perfect person for the job! I mean, I want to but… are you really sure?"

"You're not wrong. I would much prefer Oda or Qrow go with me. But Qrow has his own mission he has to deal with, and Oda is watching over the monastery. That leaves you, Ruby, Jaune, Ren, and Nora. The others will stand out like a sore thumb in Menagerie. But you, you are a faunus. With a quick change of clothes, the Fang would be none the wiser to who you are. And you have a personal stake in this now. It's the best way I can see for you to help fix this." Rex said quietly.

Sun was quiet for a moment, looking down at his feet. When he looked up again, he responded. "I'll do it. I'll go with you to Menagerie." Sun said, a but unsure of himself, but with a confident nod.

"Good. I should go call Flavia and let her know you will be coming with." Rex said with a nod, setting Gambol Shroud back onto the rack, and heading for his cloak on the ground.

* * *

The massive Bay of Mistral was relatively calm. All of the monitoring systems on the Leviathan were reading normal, and Flavia was looking it over carefully. Until of course, one monitor was recording some activity far above the norm. "Hold on, focus on that part, what's that monitoring?" She asked.

One of the analysts responded to her. "Brain waves, or at least what we believe to be the brain on that thing. Its recording higher cognitive function then normal." He said a bit nervously.

"Higher then… is it dreaming?" Flavia inquired. Now there were a multitude of people focusing on the Leviathan, and a plethora of answers came to her, but one thing was consistent: It wasn't dreaming, Grimm don't dream.

Flavia's eyes widened, there were research and military vessels down there, both Mistrali and Atlas. "Get everyone back. Code yellow, now! That thing might be stirring, and we have people right up next to it!" She snapped, and the communication bunker came alive with activity.

"I want ships in the air, if this thing wakes up, it's very likely the whole kingdom goes down! Get me on the line with Ironwood, I want someone else watching this!" Flavia barked out orders, and nervously gripped the rim of her holotable.

"Ironwood is already on the line ma'am! Awaiting your response now and patching him in!" One analyst said frantically as Ironwoods figure appeared in the hologram.

"Ironwood, are you seeing this?!" Flavia asked.

"Yes, and unfortunately, it's worse than you might think. Not only is Oceanus having these disturbances, codename Cronus is doing similar, but not quite as active as Oceanus. We can only assume Hyperion under the sands of Vacuo is doing similar. Keep a close eye on them, but proceed with all other missions and parameters. We aren't going to let this stop us." Ironwood stated, as he seemed to be glancing at a monitor of his own.

"Understood sir, I'll keep everyone here on high alert." Flavia said resolutely.

* * *

"Uuuugghh… How long is this supposed to take Sanguine? We've been here for _days_ already!" Mercury complained as he leaned against a decaying stone pillar.

The three of them were in what could only be described as a coliseum that had seen far better days then the dilapidated mess it was now. Vines had creeped up the walls, pieces of it had collapsed here and there, and Mercury was never quite sure where he could and could not step without risking something collapsing. But then again, that was old Mistral for you.

Emerald was mostly silent, making sure no Grimm could get to them. Thankfully, while the ritual was like a beacon for the Grimm, they were mostly turned away because of the nature of the ritual. Something about the ritualist herself seemed to drive them away once they got close enough, or the ritual itself.

"Well if you all had brought me even the _tiniest_ piece of weaponry, or armour, or _something_ , then this would be going much, much faster!" Sanguine retorted. "Even still, its almost ready. Another day or so an it should be complete, but it not exactly easy to create a monstrosity so _beautiful_ as this out of nothing!" She said a slight bit manically.

That sent a shiver down both Mercury and Emerald's spines. Sanguine had always been a special kind of messed up in the head. Even if she was one of Salem's directs.

"Yeah, yeah, just make sure it's ready to go soon. This place gives me the creeps." Mercury responded, looking down at a pack of Beowolves far below them.

"Oh, you don't even know the half of it!" Sanguine cackled, as the blood red circle on the ground got ever wider, darker, and more sinister by the minute, while she kept adding more and more blood and chanting to the ritual.

* * *

Blake looked up at the tiny window, far too high up in her cell. Even though Menagerie was a warm if not hot place, all she could feel was cold. So very, very cold. She shivered constantly, having been stripped of most of her clothing, her pants, jacket, and boots resting far away on a table at the opposite end of the room.

Shackled to the wall, she didn't even have the strength to try and stand up. Her time here had been cruel, to put it lightly. Breaths ragged, she looked down at her legs and stomach. Bruises and marks decorated them from beatings completely unnecessary. The worse part was Adam didn't even seem to care. Once she was broken, she was left here. She couldn't even bring herself to speak of some of the atrocities that had happened to her in the short time that she had spent here. She felt cold, dirty, weak, defiled. And she could do nothing to defend herself, left shackled with her hands above her head, no way of covering herself or protecting herself. Thankfully everyone seemed to be done 'visiting' her finally. The hall outside had gone quiet from what she could hear.

Her backside hurt, her arms hurt, her face hurt, her chest hurt. Everything hurt, all for different reasons. Finally, she started to cry, a few faint tears dripping down her battered cheeks, but she could bring herself to do anything audibly other than whimper.

She wanted to be gone from here, gone to someplace warm, in Rex's arms. Safe from things like this. She wanted to see her friends, Ruby, Weiss, Yang, Sun, Jaune, Ren, Nora. Anyone. Some friendly face, something that would tell her everything was alright, that she was safe, that the pain and suffering was over.

But this wasn't some twisted nightmare she could wake up from in a cold sweat. This was real. She was living it right now, nothing more than a throwaway traitor to the White Fang. What did they care for her decency, her rights, her as a person?

She cried a little more now, weakly managing to pull her bare legs up to her chin, and sobbed into her knees. She just wanted this to be over, to wake up, to feel loved and wanted again. But all she felt, was cold.

* * *

 **A/N: Well, that was just cheery wasn't it? Yes, this is the point of the fic where it earns the M rating i set for it. A lot of things are much darker now, and while somethings got get explicitly stated, they will be implicitly stated. In which case, thank you everyone who has read up to this point, as ive grown as a writer and advanced this story to this point. Let me know what you think so far, what i can do to improve, and I hope you all have a wonderful week.**


	26. Chapter 26: Welcome to Menagerie

Chapter 26: Welcome to Menagerie

* * *

The boat rocked back and forth, both passengers and cargo waiting for the bells to sound that they had arrived on the hot, sunny shores of Menagerie. All around Rex sat Faunus of all kinds of description. Old, young, man, woman, cats, reptiles, bulls, deer. So many different Faunus, and this was just a small sample size compared to what he was going to be walking into when they arrived.

Beside him, in his quiet corner amongst the low chatter that engulfed the larger waiting room, sat Sun. While he was nervous himself, Sun didn't seem much better. Most of these people on the ship were going here to escape their problems, even if Menagerie was crowded, it was a place for them to call home.

But he and Sun, they were walking into the lion's den. Menagerie was a dangerous place, especially for Rex. But even as he sat there in his nervous state, he reminded himself he was walking into hell for Blake, even if there were two objectives to this mission, she was the only one that really mattered to him right now.

As he felt the boat slowing with a groan and a rock, he made a quick mental checklist of everything he had brought with him. His weapons, concealed as they were on his arms, and under some thick clothing to avert suspicions. He also had been given an earpiece and vitals monitor by Flavia, an interesting addition that he wasn't quite used to, but would be useful to have someone else feeding him information as he went. It had been a tough decision, but he left Gambol Shroud back at the monastery. The last thing he needed was another weapon to try and have to hide. And the only other thing he brought with him was one carefully sealed vial of black dust.

He hadn't used the stuff in years now, mortified by what he could do with it when he consumed it. He wasn't even sure if he could still use the stuff a second time and get away with it. It tasted like acid, and anyone else that had ever tried to his knowledge had died from it. If anything it might be more useful to let the enemy use it then himself, but at least it was some small comfort he had a bit of a power play at his side that _might_ sort things out if it became too much for him to handle.

The only thing that was really agitating him was the set of false tusks that had been appended to his jawline. They felt heavy, annoying to move his face with, and unnatural. While they could come off with a good pull or so, he couldn't afford to remove them until the attack was coordinated, he had to look like a faunus to drop suspicion, and an obscure trait would only lead to him getting caught easier.

"Ready Sun?" Rex asked the monkey faunus next to him.

"I guess that's the term for 'walking into a bad idea…'" Sun grumbled quietly in reply, the two of them rising up with most of the others in the dimly lit room of the ship. Finally, they had arrived. Which also meant everything got a lot more serious.

The two of them filed out with the rest of the passengers, and into the blinding warm sunlight. They stood at the top of the ramp briefly, looking out over the massive seaport in front of them. There had to have been hundreds, if not thousands of faunus all milling about the port. People were selling, buying, trading and just conversing and walking about the sprawling space. As the two descended, the blissful incandescence lost its luster quickly, as they quickly picked out members of the White Fang patrolling the area, the crowd giving them a wide brith.

Of of them wore masks, others just varying uniforms, but all were armed, and there were plenty of them around the area to keep the two on their guard. Some were patrolling, others watching from set posts and on top of buildings. No one seemed to recognize them, but then again, there were far too many people to pay attention to a monkey and a supposed boar faunus in the middle of the bustling port.

"Alright, judging by the white noise coming from your hookups, seems like you two have arrived and gotten off the ship. You need to go find Ghira. He gave us one clue for you to track his whereabouts down, and that would be 'Flowers'." Flavia's voice rang into his ears from the earpieces.

"Not exactly a lot of flowers here Flavia, anything a little less vague?" Rex asked quietly as he and Sun started pushing their way through the crowd. He would prefer to get out of the port as soon as he could.

"That's all I have for you. I'm sure you can figure it out. I'll be watching your progress, among other things. Update me when you've found him so we can deploy the Dragoons and Specialist Schnee, who are waiting offshore.

Rex sighed. "Will do." That was his simple response, and the comm line went silent. "Wonderful a third of a massive island to cover to find Ghira Belladonna and the only clue we get is 'Flowers'… hope there's a garden nearby…"

* * *

The bullhead was moving fast over the swampy and decrepit ruins of old Mistral. Outside of the city, the area was a wasteland of dilapidated stone, streets, and unusually enough, Grimm… heading in the same direction, towards their destination.

Qrow could see the location Flavia had marked on the holomap the day before, the old coliseum, where fights and games used to be held. It was massive in size and scope, but even still, they couldn't afford to land the bullhead in the middle of it for fear of the stone collapsing on top of them, never mind it was suicide trying to land in the middle of it anyways. From what Qrow could see from out the side of the bullhead as it slowed and prepared for a hot landing, Grimm were crawling all over the outside of it. Whatever was causing them to do that had to be inside of there, and still more kept coming.

He turned to the four teens waiting in the bullhead behind him. "Alright you four. Follow my orders to the letter, and we will make it out fine. You're tough kids, a buncha Grimm won't put you down that easily. All we have to do is get in and find out what's going on, then we are leaving.

"Right. We should get moving then." Jaune said a bit warily, but with a firm nod.

"This place feels wrong. Something dark is going on here…" Ren noted quietly from the back of the group, his eyes shut.

"Yeah, I don't like the feeling either. And the longer I'm around you guys, the more dangerous this gets. Let's make sure we get done quick." Qrow concluded. As the shuttle briefly touched down, he hopped out the open door, the other four right behind him with weapons at the ready.

* * *

Inside the coliseum, the three were still waiting silently. Emerald pacing around slowly, and Mercury was leaning against a weathered pillar. "How much longer Sanguine?" He asked, bored.

"Not much longer now. The catalyst is nearly fully formed, and my little… side ritual will be completed any minute." She said with a twisted grin. The two blood red circles on the ground around her glowing and spinning.

"Remind me, what is the second one for again?" Emerald asked.

"As a little… insurance policy in case things get dicey. No doubt all the Grimm outside have drawn some attention from Mistral by now." Sanguine replied, the smaller of the two circles grinding to a halt, and a red light started glowing from its center.

"I suppose that will be useful…" Emerald began, but was cut off by the sound of a bullhead roaring overhead.

"Hope whatever your 'insurance policy' is, is ready soon. Looks like were about to have company." Mercury said, standing up straight and eyeing the massive open gate down below. It was still a marvel to him how the Grimm hadn't found that entrance yet, not that they could climb the high wall that they were on without much duress and toil. But even still…

"Oh don't worry, you could say she's just finished getting ready for her big show." Sanguine said with much more excitement than Mercury would have liked.

"Wait, what do you mean _she_?!" Emerald asked with slight alarm.

"Oh, just a 'friend', I learned this little trick from one of my books. It's especially useful when you need an extra competent fighter on your side, if…. A little mad and not all there. Let's just say it's nice to have an undead thrall in a pinch." Sanguine said gleefully.

To their slight mortification, all Emerald and Mercury could stare at for a few seconds was the smaller ring, as the blood soaked ritual circle melted away, swirling up in a cone just taller than either of them, and combined with the light that emitted from the center, all they could see was red hair, bronze armour, and pieces that were less human, and more Grimm they could ever have cared to imagine.

* * *

Flavia was pacing anxiously around her communication bunker. Too many things were going on to account for. The leviathan in the bay had been having varying levels of brain activity the past day, sometimes it was almost back in the green, other times it was dangerously close to awakening.

On top of that, she was keeping tabs on Qrow and the other kids-no huntsmen he had taken with him. They might not be official, but she didn't exactly have the resources right now to send a battalion or anything of the like to just wipe the area clean of Grimm, and the Mistrali high command refused to give her any further troops then what she had on hand already.

The rest of her Dragoons that weren't doing their regular patrols, defending the base, or prepping other tasks and missions, were sitting on a ship outside of Menagerie just waiting for the go signal after Rex got in contact with Ghira. It was a high stress environment in the bunker, but nothing she hadn't handled before. Even still… maybe she would take Qrow up on a drink after all of this calmed down. It would give her a reason to not think about things.

But she had a task at hand to worry about, and went back to reviewing the play by play of what was going on in Menagerie.

* * *

Rex and Sun weren't having a whole lot of luck. There was really only one garden in all of Menagerie, but it was as the far end of the port and they had already searched through it. No sign of Ghira, and no sign of anything out of the ordinary, save more White Fang patrols.

The two were walking down another side street, and finally took a stop. "I don't understand what he's supposed to mean by 'flowers'. I highly doubt he means a flower shop. Haven't seen a single one around her, and the garden is a dead end as well." Rex said exasperated.

"Yeah… this was never really my forte. I don't really know where else we could look that would tell us anything about where to find him." Sun replied, equally as frustrated.

Rex looked up and down the side street they had occupied, thankfully for them, it was virtually empty, only a handful of people shuffling away and going about their business. This whole search was wearing on the both of them, and the afternoon was slowly starting to edge towards evening. He refused to let Blake spend another night in the hellhole.

He shook himself back into focus. He had to think! What could flowers be attributed to… he let his eyes wander freely, until they glossed over several things. The craggy streets, old woodwork, a flower nailed to a pillar… wait. His eyes instantly snapped back to the flower. It was tucked away in a corner, hidden from the light and hard to see, but as he approached it, he could tell it was a belladonna flower, nailed to the old wooden pillar and partially covering three diagonal cuts behind it. White Fang… and house Belladonna! "Sun, start looking for these, I think we need to follow a trail." Rex said with suppressed excitement.

"Uuuuh, right!" He said quickly, and after getting a look at the marking himself, he took off down the side street, returning a moment later. "There's another down here!" He almost shouted from at the end of the alleyway.

He really needed to not shout, that would draw more attention than necessary, but Rex could care less at the moment. If Sun was on the trail, he wouldn't complain. He took off after him.

Winding through side streets, alleys, and tucked away marketplaces, Rex and Sun quickly picked up the trail now that it was more obvious to them what they were looking for. They kept seeing the same symbol, over and over and over. It was getting more frequent too, a good sign to Rex that they were getting closer.

After rounding another corner, they suddenly came to a halt at a wall, with three of the markings over a doorframe, small and out of the way.

"You think this is it?" Sun asked him as the two looked on.

"If its not, then we lost a lot of time we don't have." Rex retorted. He walked up carefully to the door, and rapped on it several times.

A few moments later, it opened with a creak, but they couldn't see anyone from where they stood. Rex took the first step forward, but the clicking noise of a hammer locked into place made him stop dead in his tracks. "Who are you?" Asked a raspy voice from the darkness.

He had two options, tell the truth or make up some lie and hope it worked. Either option could get him killed depending on who was holding the gun, and he wasn't interested in testing to see if his aura could tank a shot from whatever the voice might be holding.

"Rex. Logan Rex." He said hesitantly.

A low chuckle came from within the doorway, and it opened wider. A midsized man stepped out of the doorway partially, clad mostly in leather of varying shades and with two goat horns on his head. He was relatively old, grey hair lightly dusting his head. "You two must be the two Ghira was waiting on then. Quickly, inside." His raspy voice was hard to hear, but Rex got the gist of what he wanted.

The both of them nodded, and the man stepped out of the way. They quickly got inside the building, and the door shut behind them. Several lights flicked on, and suddenly, Rex realized they were in a room filled with a dozen or so people.

In the center of them all, seated in front of a table with a map laid out, was a titan of a man. His black hair a kind of mane behind his head, and a long, thick purple robe that breathed regality, the man stood up. He voice was deep and unerring. "Good to see Flavia's men made it here in one piece. My name is Ghira Belladonna, and you are?"

"Logan Rex." Rex said quickly.

"Sun Wukong" Sun said rapidly after him.

Ghira nodded to the both of them, and took a seat. "Good, then sit down. There is a lot to go over in a short amount of time. And this attack is happening today."

The two took a seat on whatever available furniture they could find in the makeshift command center, and looked on to what Ghira began speaking about.

"Now. The walls around the compound are going to be weakest here, here, and here. That is where our experts have already set charges. We will be sending teams inside all of those, including those two that just arrived. Once they are inside they will open the gates for the rest of us, and radio the forced Commander Viridis has waiting off shore. This includes several platoons of Dragoons and Specialist Schnee from Atlas. Once they have landed they will be storming up the main boulevard to the compound and meet our forces inside, where we will be grouping up to finish off the last of the Fang forces in Menagerie proper. Any questions thus far?" Ghira raised an eyebrow.

"I have one." The old leather clad faunus from the door raised his hand. "Why do we need a Schnee here? Sounds like we could be perfectly fine without her kind here!"

"Specialist Schnee hardly even affiliates with that…. Monster in the north any longer. And if we want relations with Atlas to ever get better, we must have a little faith. Besides, Atlas is bringing in medical supplies in the aftermath of this attack to help any who might be wounded. If you like risking a whole lot of innocent people dying be my guest Drexel, otherwise, can it."

Drexel looked down and away, grumbling to himself.

"Now." Ghira straightened himself up a bit and resumed. "While this is happening, the infiltration teams will be working their way through the compound itself. Only the best will be in these teams, as they will encounter some of the heaviest resistance, but have the element of surprise on their side. Most of the teams will be reclaiming and holding the tower in the center of the compound, which will kill the Fang's communications and remove their sense of unity. The smaller group will be retrieving my daughter, which they are holding in a cell in the basement of said tower." Ghira said with an angry growl, his body tensing up and his grip tightening severely. "That team will extract her as soon as they can and flee. No doubt Blake has suffered more than she ever deserves if my thoughts on the new Fang's 'methods' are to be believed."

Rex stood up and stepped forward, he had a personal stake in this. The others around the table were nodding and slowly dispersing to other areas of the room and building, Ghira however was seated, looking at the map in front of him pensively. That was, until a short cat faunus walked up next to him and kissed him on the cheek, offering him food.

Rex stopped in front of them, at the other end of the table. He waited a moment, then coughed loudly to make his presence known. "Mr. Belladonna."

He directed his attention towards Rex, narrowing his eyes for a moment, then nodding and adopting a more welcoming expression. "Yes boy? What was your name again? Logan Rex?"

Rex nodded in confirmation. "Yes. I tend to go by Rex more often, but either will work. I just wanted to request I lead the team to get Blake back. She's… kind of the reason I'm here."

Ghira thought for a moment, looking him over. "I see. And what do you have that makes me inclined to let you lead the team to get my daughter back?" Ghira asked inquisitively.

"Well, she is… very close to me. I've known her since I was a kid, we grew up together. I don't know that I knew either of you, but… maybe you knew about me from her." Rex said, pleading his case.

Ghira thought for a moment, until something dawned on the faces of both his and the cat faunus next to him. "You were the one she returned many days talking praises about… yes, I remember your name now. But… I thought you were human?" Ghira asked.

Rex realized he had yet to take off the tusks on his face. "Oh, right. Had to have something attached to draw away suspicion from a human entering Menagerie." Rex tugged on the tucks attached to his jawline, until with a bit of wincing and working, they both popped off, leaving red marks where they had been locked in place. "Unfortunately Flavia's espionage team did a little too good with these. I guess they look pretty real." He remarked, rubbing the sore areas on his jaw.

"Indeed they do. A clever disguise, but unnecessary now that you will be attacking the fang anyways. I need no further convincing that you should be the one leading the team to get Blake back. You will be at the break I pointed out on the west wall. I'll let everyone there know you are the team leader, now please rest a few minutes. Perhaps we can catch up while waiting for the rest of my men to get prepared and in position." Ghira said much more amicably.

"Thank you, sir." Rex simply said, taking a seat across from the titan of a man.

* * *

As far as Jaune remembered, 'recon' didn't normally entail fighting through a horde of Grimm to get into a decaying coliseum where something _might_ be happening. Usually when someone said 'recon' they meant actually scouting something out. You know, from a safe distance, where they didn't have to worry they were going to get run through from any direction by a Grimm at any possible second.

Regardless, the five of them had been pushing through the Grimm well enough. Thankfully for them, a lot of the Grimm seemed more focused on trying to find a way inside then attacking them, so their resistance was limited to whatever Grimm was closest to them. But he didn't want to rely on that luck forever, especially knowing Qrow's semblance.

Thankfully for them, they wouldn't have to for much longer. He could spy the entrance to the coliseum just a few meters further. And minimal Grimm seemed to be taking notice of it. "Guys, this way!" He shouted to the rest of the band as they cut down another volley of Grimm that threw themselves at them.

He couldn't hear if there were any verbal responses among all the insanity that was happening around him. He just focused on walking towards that door. A Beowolf jumped at him, landing on his shield. He was well versed in this song and dance, gibing the Grimm on Crocea Mors easily, and letting it fall off as he pressed forward. He might not be the best fighter, but damn if he wasn't experienced at this point.

Finally, after feeling like he had walked for hours, but it was only a few minutes, he stumbled into the chamber just inside of the coliseum. Inside curiously no Grimm were to be found. The place should be crawling with them, yet the resistance suddenly stopped. He didn't like this, but there also was nothing he could do about it. They had to figure out what inside of here was causing all these Grimm to amass here.

The other four fought their way in one by one behind him, catching their breath. Qrow was the last one in, and the five ran further and further into the dark passageway past the initial chamber. They caught their breath right at the mouth of the coliseum, the inside just peeking out to them. Qrow however was making sure they weren't followed, he and Ruby set up to watch the way they came. "Alright Qrow. What do we do now?" He asked the huntsman.

"Well, seeing as for whatever reason the Grimm aren't pursuing us, we get all the way inside and see if we can find our anomaly." Qrow said a bit breathlessly, turning around and gripping his now fully extended scythe with both hands. "You lead the way, Jaune. I'll watch the back."

He nodded, gripping Crocea Mors tightly, and then turned back to the mouth of the tunnel. Shield slightly raised, he advanced forward, the other four behind him. When he broke back into the slowly fading light of the evening, he was greeted by an incredible view of the old coliseum. It had to have been able to hold tens of thousands of people. In its prime he could only imagine what things could have gone on here. Now they only thing he could spy that was out of the ordinary was a bright red light near the top of the stands.

Up there, he could spy three figures. His eyes widened. Mercury, Emerald, and… Sanguine?! What was their old mentor doing here? "S-Sanguine?!" He shouted up towards the three.

"Oh, hello there _Jaune_. Fancy seeing you all here." She sneered in reply, shouting back down across the arena at them.

"But… we thought you were…" Jaune began.

"Dead?" She cackled a bit, then continued. "No Jauney boy. I faked my death, not that hard in the craziness that was the fall of Beacon. Now I'm doing what I do best." She chided down to him.

"I knew something about her was never right. We should have known better." Ren noted calmly, tightening his grip on Stormflower.

"Yeah. Looks like it." Jaune said grimly. Instantly however, he took action. "We need two people to deal with Emerald and Mercury. One person needs to watch the entrance to make sure we don't get overrun if the Grimm figure out where the entryway is, and the other two need to stop Sanguine. Whatever she is doing, it has to be what's causing all of the Grimm to gather here." Jaune listed off.

"Me and Nora should be able to delay the duo long enough to let you all get to Sanguine." Ren replied, taking off towards Emerald and Mercury, who had already begun the descent towards them.

"Yeah! Me and Renny have got this!" Nora confirmed with a devious grin, following after him.

"I would say I should help go for that crazy girl up there, but I'd prefer my semblance not get in the way of you all being successful. I'll watch the door instead." Qrow said begrudgingly, treading back towards the mouth of the tunnel.

"Guess that leaves you and me Jaune. We got this!" Ruby said, getting into a battle stance and lining up a shot at Sanguine.

"I don't think so little rose petal!" Sanguine shouted, noticing Ruby preparing to fire at her. "I have someone here who would like a word with the two of you. Someone who… you should remember well. Though I don't know how much she knows you anymore." She said with another cackle, stepping back a pace.

"What does she me-" Jaune was cut off, as a streak of red shot through the sky above them and came crashing down on them. "Scatter!" he shouted, the both of them getting out of the way just before the streak made an impact with the ground they once stood.

When they recovered, Jaune nearly choked up, surprised, mortified, and torn. In front of him, stood a girl about his height, long red hair in a ponytail. Bronze armour adorned her body, but that was where the similarities ended. Her skin was paper white, veins pulsing throughout, and one arm was less an arm, and more a jet black appendage that held straight at all times, broad and thick in shape. It seemed like bone, were it not for its color. Blood red eyes, wild with hunger, and a jawline that was no longer just a normal mouth, but torn in places, and with long fangs that rested idly.

"No… but… how… why… Pyrrha?!" Jaune stuttered out.

The only thing he got in reply was a blood curdling, stomach churning screech, and 'Pyrrha' came charging at him, death in her eyes.

* * *

Rex stood with a handful of other people outside a damaged section of the compound wall. Well, standing was a generous word. They were hiding in the brush some ways off, where the explosion wouldn't harm them when the time to go arrived.

Every minute seemed to last an hour, and he fidgeted constantly waiting for the signal. When the red flare boomed in the sky, all hall was going to break loose, and he was to notify Flavia that the plan was being set in motion. It didn't help that he and Sun had been split up, Sun going with one of the other teams that would be taking the tower. He would prefer to have at least someone he knew at his side, but then again, that wouldn't matter in combat. Everything would be too hectic anyways.

And on that note, the red flare arced into the sky, erupting at its peak in a shower of sparks. The demolitionist of the group didn't need to be told, the button on the detonator already pressed the second the flare exploded, and the fight was on.

Once the subsequent explosions finished rocking the party, Rex was first out of the gate and sprinting through the new hole made in the wall. "Flavia, the plan is go. I repeat, the plan is go. Attack!" he shouted quickly into his earpiece.

"Understood giving Specialist Schnee and the Dragoons the command order now. I'll have someone patch you in with them soon. Lot of things going on here right now!" Flavia replied over the comm.

"Understood." That was all he had to say, he sole goal now was getting in there and finding Blake.

He just hoped it wasn't too little too late.

* * *

 **A/N: Another chapter down, and a lot of fighting set up for the next chapter, which is one ive looked forward to for a very long time. To be quite honest, i kinda figured i would have lost all motivation to write in general at this point, but you all's continued interest in this story has really helped that along, and helped me think of ideas for when this story eventually concludes. I have to thank you all for that. And with that, i hope you enjoyed the chapter, let me know what you though of it, what i could do better to improve my writing, and have a great week.**


	27. Chapter 27: Bittersweet

Chapter 27: Bittersweet

* * *

The moment the wall was breached, everything seemed to go from still to wildly in motion. After a brief bit of confusion once he crossed to the other side of the blown out wall, dust and dirt making the air hazy after the explosion, he locked his sights on the tower in the middle of the compound. It was off-putting to say the least, when the second they broke through, the explosives breaching the walls on other sides of the compound, to see the Fang members that were inside just staring at them for a moment, in shock that something had actually happened.

That idyllic moment of relative silence was broken by a sudden mixture of shouts, screams, cries, and gunshots. Both sides immediately engaged when the shock had worn off, and Rex's group was no exception. The infiltrators were well trained, at least enough that these simple Fang guards weren't much of a match to hold them up from their destination.

They had the element of surprise, but as Rex stated dashing towards the tower door, he quickly realized the path was only going to get more difficult to traverse, as the compound devolved into mayhem, people, machines, rubble from the explosions, and bodies started littering the grounds as the combat heated up.

In Rex's path particularly, a mid-height Fang member stood in his way, something that looked vaguely like a whip at her side, but it was retracted, not coiled. That didn't last long however, and it extended at breakneck speed towards Rex. He only just managed to avoid getting skewered on it with a quick back step, looking around to see if there were any other immediate threats besides the girl in front of him, which I realized now had a bright reddish orange complexion instead of the darker skin tone of before.

He couldn't see her face however, covered by a large mask, even bigger than the others of the Fang, and her long ponytail curled at the end. Her body was encased in a tight black sleeveless suit, denoting to him she was less a fighter and more a spy… or maybe a duelist. Regardless, she was in his way, and anyone in his way was an enemy for all he cared.

Firmly out of her range with another step back, he baited her to walk forward just a little bit, buying him enough time to force a shadow clone to slowly form behind her, then Rex struck. He disappeared, and in a flash, appeared in the clone's position, sweeping a foot across her legs, and dropping her with a yelp to the ground. He quickly apprehended her with a knee on her back, a foot on her wrist to prevent her from using her weapon, and one arm allowing his blades to spring free, resting on either side of her neck.

If she was what he hoped she was, that is to say a spy, or someone higher up, she might have a precise location on Blake, and anything he could use to find her location faster, he would take. He leaned down and growled into her ear. "Where is Blake Belladonna, where is she being held?"

After a moment of fruitless struggling, the girl gave in, gasping for a bit of air before replying. "C-cell block A… they… they were going to move her today but…. I don't know where…. please… let me go…." She whined, realizing this was not a game she could win.

"Thank you." Rex stated, standing up slowly, and extending both sets of blades once he released her. "Now run, don't come back, and don't make me regret letting you live." It was probably an ill-advised move, but she had told him enough, and as much as they were enemies. He would grant that as payment enough.

She struggled to her knees, then her feet and nodded fearfully, taking off towards the hole in the wall without a second look back. One of the other's in his squad stopped next to him for a brief moment after dispatching another Fang member. He raised a rifle, and took aim at her. "Should I drop her?"

Rex was silent for a brief moment, then put his hand on top of the rifle and lowered it. "No, they might have done some awful things, but that doesn't mean we should do the same. She's learned her lesson, let's not make the same mistake, like shooting a girl with no fight left in her in the back." Rex said plainly, turning and jogging towards the tower, the rest of the team trickling towards it behind him as they forced the Fang off of them.

At the tower, Sun's team was already there, but short a few members. "There you guys are, we're ready to go when you are!" He shouted as they arrived.

"Good." Rex said simply. Reaching up to his ear comm, he got some static at first, but finally a signal was picked up. "Flavia, we're at the tower, where are the Dragoon's and Ghira's main force?"

A moment passed, but he finally got a response. "Sorry, dealing with a lot of things at once right now." Her voice came over very hurried. "Ill patch you into Schnee's comm's. She's on the ground with the Dragoons already and heading towards the compound through the city. She can give you a better update then I can, but I'll be watching!" Flavia concluded.

There was another brief bit of static, and the majority of them moved inside while Rex waited for an update. Inside the main room of the tower, it was eerily quiet. Most of the rest of the infiltrators had already fanned out and were clearing the inside, while Rex, Sun, and a few of the others were waiting in the middle of the entrance chamber. The inside was massive, and this room alone was large enough to fit a hundred or so people easily, stairs on either side extending up to the next level.

Finally, he got a signal on the comm line again, this time, a very different voice. "Specialist Winter Schnee here! We're moving up the main Boulevard, currently resistance has been patchy, but fierce. The Fang have put up a hell of a fight when we've found them, and its only getting harder as we get closer to the compound. If the communications tower could be jammed it would make our arrival a lot faster!" She said almost calmly, the effort in her voice carefully masked to sound like nothing was wrong at all. The only telltale sign that there were issues beyond the words themselves was the shooting that came through as she was speaking.

"Understood, we're a few short on the inside but we will get it done. We've already infiltrated the tower but there was almost no one inside. I'm worried your job might be getting harder with every second." Rex replied quickly, motioning some of the team to get moving up the stairs, they were going to need to break this thing out fast, before the Fang caught onto their game. There were not enough people here to hold this tower for long if push came to shove.

"Then it's advisable that you don't waste a second. Respond when you have the VIP and the communications are down, or if an issue arises. Schnee, out." She said firmly on the other side, and the line went dead.

Rex shook his head. All the more reason to get moving he supposed. "Alright, Sun, take some up with you and have them take out the communications, and whatever else they might be operating at the top of the tower. I'll take some others below and grab Blake. Don't stop until you reach the top, we can clear the rest of the tower when we don't have to worry about them following us in from the outside constantly."

"Got it!" Sun shouted, already on his way up the steps, staff in hand. He was no technical expert, but the least he could to was lead the way so the others could do that job for him.

* * *

Jaune was getting tired, as he rose again, all he could do was look at the… thing in front of him. It looked like Pyrrha, but was it really? He was just so lost and confused, and he didn't have the time or energy to be either right now. The thing wasn't nearly as technical as Pyrrha was, preferring to just blindly rush him and swing its solid black appendage like a club over anything else. It wasn't hard to block or dodge, but every swing just hurt him personally. This wasn't how Pyrrha should be.

"Jaune! You need to snap out of it!" Ruby shouted from across the way, catching Pyrrha's attention with a few pot shots.

The Grimm abomination blocked it with its club arm, screeching and roaring in defiance as it switched targets and charged at Ruby.

Were it not for her speed, Ruby would likely be a spot on the ground, dashing back mere moments before the club-like arm impounded the spot she was prior. Yet the Grimm Pyrrha persisted, swing after swing after swing nearly hitting Ruby each time, and Ruby was running out of room to maneuver at this rate. "Uuuuh Jaune, could use some help!"

Jaune shook his head for a moment, regaining his senses. He had to do this, he had to fight. Whatever that… thing was that Sanguine created, it wasn't Pyrrha, not really. He had to try and do something. He gripped Crocea Mors, and finally unrooted himself from the spot that he had stood blankly for the past minute or so, and slowly approached the hyper aggressive horror that looked like the teammate that he had cherished so much.

He walked up behind her, sword raised, but his nerves were still getting the better of him. When he went for a strike, it barely glanced off of the Grimmified version of Pyrrha, and she whirled around and hit him with the club like arm with ease. Taken aback, Jaune barely managed to raise his shield in time to prevent a full body shot, but it sent him sailing halfway across the coliseum, and he landed back on the dirt and groaning.

He started getting up again, slower than before. His whole body ached and was still reeling from the blow, but at least he was still conscious. In the meantime, however, Ruby had been given enough of a distraction by Jaune to reposition, but she was losing ground again, and running out of room to dash and kite away from Pyrrha. "Jaune, you've gotta snap out of it! It's not her! It's not… real!"

Despite her cries, the obvious changes, the inhuman screams, screeches, and growls that came from her, it just looked too much like her to shake him from it. He couldn't do it. He just could fight her, not like this, not to the death. But that seemed to be the only option.

"Jaune, please! I need help!" Ruby cried, she had been backed into a corner, barely able to keep the club from crushing her with her scythe. Though her stance was faltering, the Grimm Pyrrha seemed to be almost chuckling as it could sense the kill approaching with Ruby's weakening state. It put the pressure down harder on Crescent Rose, and Ruby's arms started visibly shaking in retaliation. She was running out of strength.

Jaune's eyes widened, Ruby couldn't handle this by herself. He started running towards the two, getting his bearings once again. He had lost Pyrrha, but that didn't mean he had to watch a cheap copy of her take another friend from him. Not again, not anymore. Every rushed step forward hurt him, not physically, but he knew the moment was coming, right up until he raised his sword- and raked it across the thing's back.

It howled in pain, whirling around and going for another body shot, but Jaune was keen enough this time to step back after striking, and it missed. With the large wound on its back, the Grimm Pyrrha fell backwards with the force of the miss pulling her downward. It didn't have the energy to even rise back up, groaning in pain, and Jaune could swear he could hear it trying to speak coherent words.

"Jaune…" Was it him hearing things, or did it just speak? It wasn't clear, bit very much pained, almost begging. He looked down at it, at her, lying on the ground, struggling to rise.

"Jaune, don't listen to it! It's trying to trick you!" Ruby shouted from her position as she slowly climbed to her feet once again.

His eyes darted back and forth several times. Ruby was probably right, but it had spoken. Shown some level of sentience but… no. He couldn't. Could he? Who to listen to who not to listen to. It mattered so much and he knew what should be done but at the same time it was so hard for him to decide.

He held the sword shakily for a brief moment, sweat beading across his brow. Then he raised it up, point facing downward, and didn't allow himself to second guess any longer. The tip went cleanly through Pyrrha's…. no… the Grimm's chest, and it let out an ungodly scream, that quickly died down to a cry, then a whimper, then two simple, muttered and distorted words: "Thank you…"

The thing went still, Jaune holding the blade deadly still, and then it slowly faded away, melting into dust in the wind. "Good bye, Pyrrha… again." Jaune whispered as the thing disintegrated around him, choking back tears. It was over, at least, the hardest part was.

Ruby trudged up next to him, almost out of breath. The put a hand on his shoulder. "You made the right choice, Jaune. I know it must have hurt."

"Yeah… I know it doesn't feel like I did." Jaune grumbled in return, finally pulling Corcea Mors out of the ground.

"We can talk on it later, right now we have to stop Sanguine from…. Whatever she's doing! Come on!" Ruby said, dashing off to ascend the coliseum.

"Right. Still trouble." Jaune remarked, getting a grip once again. He would have time to mourn the reopened wound later, right now he still had a job to do.

* * *

Rex had made his way with a handful of the other infiltrators into the lower levels of the tower. Most of the cells had only a small portion that stuck above the ground. Thankfully for him, instead of checking every cell in every block, he only had to check one block for Blake, and that went by quick enough.

Oddly enough to him, the cells were electrically sealed, the name and picture of a prisoner showing on the outside, which made it simple for him to find Blake's, sitting at the end of the hallway.

"This is the one!" he said frantically, looking over the pass coded lock. "It's not a key or a one way though. Passcode only."

"Don't worry, we got the codes for this week beforehand, Ghira made sure we were ready before retrieving his daughter." One of the other faunus in the band said, stepping forward and inputting a complicated number sequence. A moment later, the door clicked in confirmation, opening up for them. "Go in and get her quick, we will watch the entrance."

Rex nodded, and hurried inside. The inside of the cell was dreary, a slight bit musty, and very poorly lit. He could see markings on the walls, slots for chains that were no longer occupied. In fact, the only thing in the room was a small necklace on the floor. Blake was nowhere to be seen. Rex growled in anger, but walked over to the necklace and picked it up. It was the pendant he had given Blake. The black and white dust crystal was still intact, but the chain had been broken.

He gripped it tightly, holding it close to his chest for a moment. "Dammit Blake…. Where are you?" He muttered to himself. But as he turned around, the door slammed shut, with a click. It was locked. He dashed over to the door and started banging on it. "What the hell?!"

On the other side of the door, the faunus who had opened the door looked just as surprised as Rex. He could barely make out his voice, but it was just enough for Rex to understand. "I don't know what happened?! The door hard locked on its own, the passcode isn't working! I'll have to hotwire it; it will just be a minute or two!"

Rex shook his head. It was mostly an annoyance to be sure, but too well placed for his liking. And still there was the matter of finding Blake…. Then a realization, a horrifying one, came to his mind. He knew where she might be. He clicked his comm on. "Sun! Sun come in!"

A moment passed, then the monkey faunus' voice broke through to his years. "Yo, what's up? Did you get Blake?"

"No, it was a trap, she got moved it seems. I need you to get someone up there to find me where Adam Taurus' quarters are. And make it quick, we're losing time." He said quickly, starting to pace around the cell.

"On it, give us a moment!" Sun replied.

Everyone needed a moment didn't they. Time was something not on their side, at least if Sun was up there that meant they had control of the communications. But now his ears picked up a hissing sound… why was there a hissing sound?

Looking around, he spied a vent in the middle of the ceiling. Out of it, a dull grey mist seemed to be emanating. Speaking of which, he was starting to feel a bit wheezy… lightheaded… Heavy… Weak… oh no. Oh very much not good. He frantically banged against the door again. "Get that door open quick, I don't know if I have a minute left!"

"Working on it!" The faunus on the other side said even more frantically then before.

Rex could feel his body weakening, he started coughing, sputtering, wheezing. His eyes were getting heavy, and he was losing consciousness. Done in by a locked door and a cleverly placed gas trap, what a way to go…

And then the door snapped open, Rex falling through and onto all fours. He coughed and gasped, sucking in clean air as the door hard locked again behind him. The members of the team looked down at him, raised eyebrows and worried faces abound. "You alright there?" The faunus who had opened the door back up asked.

Rex got to his feet again, with the assistance of another faunus. After shaking himself for a moment, he nodded. "Yeah, I'll be alright. Definitely going to need to get going soon though. That gas did a number on me…." He grumbled. His aura hadn't taken much of a hit, but he just didn't feel like he should. Everything felt a slight bit off.

"Rex, we got Adam's room pinned down. Floor three of this tower, room 306! It's the biggest one on that level by a longshot." Sun said quickly through his commpiece.

Rex was reminded that he still didn't have Blake, and that he had asked Sun for something. "Gotcha, heading there now. Keep in touch with Winter will you? I just got gassed a bit and need a sec to recover."

"Will do." Sun said simply, then the line went silent.

"Right. To the third floor, not much time to lose." Rex said, taking a shaky first step, but he found his balance well enough and made his way up the first set of steps, and to the main atrium they had entered the building from.

"Shore up the defense in here with the rest of them. Ill head to the third floor." Rex said with a slight cough. It was better than before, mostly gone, but it still wasn't out of his system yet.

He ascended three long levels of steps, stopping once or twice to catch his breath. When he reached the third floor however, he could finally breathe properly again, and had stopped coughing. His balance wasn't perfect however, and found himself favoring walking slightly to the left many times.

Finally, he reached the end of the hallway. 306, the room he was looking for. He tried the door, but it was locked. He stepped back, extended the set of blades on his right arm, and lined up a shot on the doorknob. With a quick blast from the gauntlet, the lock was shot clean through, and the door weakly swung open.

Inside, the room was relatively simple, but adorned with more red and black then Rex would have liked. That is not what caught his eye however, which was almost instantly locked to the raven haired girl lying in the corner of the room, hands chained behind her back, and she was curled into a ball. "Blake!" With a slight stumble at first, Rex raced over to her, kneeling next to her and slashing the chains with one of his blades.

She was conscious, but just barely. She glanced up at him. "R-Rex?" She asked weakly.

"It's me Blake, im here, everything is going to be ok." He almost cooed out, tears brimming at the edges of his eyes. Retracting his blades almost as fast as he had taken them out to free her, he rubbed her red wrists where the chains had held, and gently pulled her up into a sitting position.

She winced, it seemed like sitting hurt her, but why… no. It explained her being without most of her clothing, it resting near the door he had entered through. He quickly put the necklace back around her neck, the pendant dangling in its rightful place once again with a simple small knot, then he picked her up with both arms and held her bridal style in front of him. It would have been a wonderful feeling to have her back, were it not for the anger he could feel throughout him as it dawned on him what all had been done to her. "He's going to pay…." Rex growled.

But it was Blake who started crying first. "Im sorry… I should have been better. I was weak! Stupid! I could have stopped all of this from happening. It's my fault!" She cried out, bursting into tears and burying her head into Rex's chest.

"Shush. _None_ of this is your fault." Rex said, kneeling down again and holding her tightly. "It wasn't your fault and never will be your fault, understand? I love you Blake, nothing will change that." Rex said quietly, standing back up and walking towards the door. Her things could be retrieved later, when they had won. He wanted to get her as far away from her living hell as possible.

Walking slowly back down the steps, he reached the bottom floor and kept as firm and careful of a grip as he had when he had first picked Blake up, reaching the front entrance with no issues. "We're going out. I want four people with me as escort, the rest stay here and make sure those at the top of the tower have as much breathing room as possible to keep doing what they are doing."

"Understood, we will be here." One of the members replied.

"Good. Let's go." Rex said simply, and he, carrying the resting and silent Blake, stepped out the front entrance with the four that had made up his detail. They only made it a few meters before they stopped however.

"I see you found her, I think I'll be taking her back now." Said the bull faunus in front of them, sword drawn and red as blood. Four guards flanked him, looking fairly menacing and unwilling to back down.

* * *

Finally, Jaune and Ruby had made it to the top. Sanguine was only a few meters away, standing in front of a large blood red circle, pulsation with energy. In the middle of it, a red and black ball was swirling around, slowly growing in size. It just felt wrong to him. The only thing he could describe it as was a pure sadness, hatred, anger, and negativity itself. It seemed to emanate it. That was probably why all the Grimm were outside, they were trying to get to it. They had to stop Sanguine before she got it any bigger.

Sanguine herself seemed to be praying. Her red claws crossed in front of each other, and she was muttering something until them approached. "I see you beat out sweet Pyrrha. A nice reunion, don't you think?" She said almost too calm for Jaune's liking.

"That… _thing_ wasn't Pyrrha, not the real one. And we're stopping you, here, and now!" Jaune retaliated, charging towards Sanguine.

The second he made it however, even with Ruby backing him up, Sanguine repelled them. Both claws lashed out and forced Jaune to put his shield up to avoid getting shredded by them. His aura was getting low, even by his liking. He couldn't afford big mistakes here.

Ruby didn't fare much better, having to deflect Sanguine's slashes instead of delivering her own. A wicked grin appeared on Sanguines face as she kept pressing her attack. Slash after slash after slash bounced and deflected off of Crescent Rose and Jaunes' shield, until Ruby got knocked off her feet from the repeated blows.

Jaune quickly got in front of her, keeping himself between Sanguine's viscous strikes and Ruby. He couldn't keep this up for long though, his arm was tiring fast from blocking the barrage of strikes. He had to take a bit of a risk, and that's just what he did. He sent a wild sword strike at Sanguine, that collided with her claws midair, and set the both of them off balance and backing away.

It gave just enough time for Ruby to recover, and the two of them were back in action. "Get around to the other side of her. We can take her down easier that way. She has no defense." Jaune said to Ruby quietly, eyeing Sanguine as she started almost pouncing towards them once again.

"On it!" Ruby replied, sprinting around the side of Sanguine right as she collided with Jaune's shield.

He barely managed to tank the hit, grunting and holding on long enough to shove Sanguine back off of him, and into Ruby's waiting strike.

Thrown off, Sanguine could only stop herself from getting cut in two by Crescent Rose, getting dashed against it and Jaunes shield over and over like a ping pong ball. The two of them using her loss of balance and lack of defense to chain hits together and chip down her aura until it shattered.

They let her drop to the ground, both of them panting and holding their weapons at the ready for her. "It's over Sanguine, stop what you're doing with…. Whatever this is and give up!" Jaune shouted at her, keeping his sword carefully pointed at her.

Sanguine just chuckled for a moment, then it elevated to a cackle. She rose slowly to her feet, backing up slightly and into the ritual circle. The pulsing got a bit stronger. "Make me, Jauney Boy." She sneered, a drop of blood falling from her lip. Her eyes were wild, almost frenzied. The crimson orbs were darting between him and Ruby constantly, waiting for one of them to make a move.

"You don't have the guts to kill me. You don't have the guts to do what's 'really' necessary to win, do you? You think your honor will still be in tact when all of this is said and done! There is no honor out here Jaune! Only winners and losers! And out here… GUAAHH!" Her speech was cut short, and he himself didn't even realize he had done it, until he glanced down and realized it was Corcea Mors sticking through Sanguine's gut.

He pulled it out slowly, letting Sanguine sink to the ground in the middle of the circle, blood starting to trickle out of the open wound and her mouth. "Out here, I still do what is right." Jaune retorted, lowering Crocea Mors again. "That was for Pyrrha."

Sanguine coughed, but to Jaunes dismay, she still had a crazed smile on her face, now she looked almost ecstatic, even with blood running down her chin and out of her body. She coughed some up, then spoke again. "No Jaune…. Out here… I _always_ win." She said with a grin, before falling back and staying still. Her blood lifted up, filling the ritual circle and floating up into the orb.

"What the-" Jaune started, but could only watch in horror next to Ruby, and the orb reached an even larger size, lifting up into the air and expanding. It then shot into the sky, the ritual circle fading to a weak red outline of what it once was. It expanded and exploded in midair, sending a shockwave of black and red hues through the sky. Jaune could visibly feel the negative energy filling the air, it felt like it was coating his very being. He suddenly felt sad, angry, upset. More so than before that is.

* * *

Inside the communications bunker back in Mistral, Flavia was pacing frantically. Watching everything unfold was nerve wracking, even for her. The Menagerie campaign was going well, it seemed like that was going to wrap up nicely. The compound was almost breached by the main force and the infiltration teams were doing fine from what she was aware of. The Leviathan however, was what worried her. It had been getting dangerously close to waking several times now.

"Ma'am. There's been an unknown spike in Grimm activity in the sector we sent Qrow and his group to. Some kind of… explosion just went off as well but… no energy could be picked up on the thermal scans." One analyst said from his station.

"What? But that's impossible. How… Check it again." Flavia replied, pacing even more than before, and looking at her holomap of the region.

Suddenly alarms in the bunker sounded. "Ma'am. Leviathan Oceanus has hit critical levels. Brain activity is off the charts! Its shifting!"

"No…" Whatever that explosion was, it triggered something, and the Leviathan was… waking up. That was very, very bad.

"Ma'am. Grimm activity all over the area's outside of the walls. Wall teams and recon units are requesting assistance! Whatever happened, everything is moving at once!" Another Analyst shouted, almost terrified.

Flavia was being faced with a grave truth. One she didn't have a true answer for. She only had one thing she could do however to keep everyone in this city from facing extinction. She was going to fight.

"I want all hands on deck! Scramble all of our airships and get the generals woken up from their naptime! This is life and death now! Get a code black sent out to all military units and assemble everyone that isn't currently out. I want _everyone_ ready to fight in the next 5 minutes!" Flavia shouted shrilly.

Instantly, the room sprang into action, calls started going out, alarm bells raised, and even from in the bunker, Flavia swore she could hear a hundred bullheads whirring up at once.

"What about you, ma'am?" One of her analysts asked, standing next to her.

"I can either sit in here like the rest of the lazy generals and watch the city burn and our destruction become nigh… or I can do something about it. I choose to fight. All of you are in charge here. Keep me updated. On _everything_. I have to get my armor and weapons ready. Spin up Lightbringer. It's time that bird gets to prove its namesake." Flavia said with confidence.

* * *

Their blades locked once again, Rex panting as he repelled Adam for what must have been the umpteenth time already, and still this fight raged on. He couldn't let him get to Blake, he refused to. But he was tired, the gas had taken a lot of fight out of him. Even as he danced around another wicked slash, he could feel his strength waning.

He had to retaliate. He wasn't going to win the long fight in this state and he knew it. Even as yet another slash narrowly missed him, he was sizing Adam's weak points up. Then, he responded in kind, slicing and jabbing wherever he could to try and get a hit, to weaken him however he could.

To his credit, he got a few good hits in on Adam's sides, shoulders, and legs. But they were all fringe damage, and with him being tired enough already, he couldn't capitalize like he wanted to. So when he backed off, Adam was still standing, and with a healthy amount of aura still to work with. Rex on the other hand, had no such luck. All the fighting had tapped him out, and he was focused on making sure no one got to Blake, who he had left leaning against the wall of the tower, on top of fighting Adam. Never mind the gas had still left some fringe effects on him at the beginning of the fight.

Without warning, Rex watched as Adam jumped towards him, and felt his blood run cold as the katana jabbed into his abdomen. He stood completely still for a moment, until Adam pulled the sword back out, and let Rex drop to his knees, gasping and in shock. He spent too much time thinking, and not enough time acting. "No! Rex!" Blake shouted weakly from her position against the tower.

He could only look back at her, seeing the tears well up in her eyes again, then back at Adam, a cocky smirk on his face. Then he fell on all fours, then on his side, gasping for air. That was it, it was over. He lost.

"Now, don't worry beautiful, I'll have you back in your place soon enough." Adam remarked, striding past Rex and towards Blake.

He couldn't really see much, but he had a good idea where Adam was going. But he couldn't stop him, not anymore. Mind addled beyond belief, Rex racked his brain for anything he could possibly do to keep the fight going. The others in his entourage were caught up fighting Adam's guards. Sun couldn't stop Adam and would probably take too long to get from the top of the tower. Winter and Ghira had yet to break down the compound walls fully and weren't at the ready to intervene. That left him and him alone, but what could he do?

Then he remembered: the little vial of black dust in his pocket. The only extra thing he had brought with him. But he hadn't used it in so long. Would it even work still? Would it kill him? Then again, he was dead regardless, what harm would dying do now if he was already dead? It was worth a shot, at the very least. He had to try, if not for his sake then for Blake's.

Shakily, he reached a hand down and forced it into his pocket, digging out the intact and small vial, and unscrewing the cap. Bringing it up to his lips, he tipped the vial up, and felt the black dust pass into him, and fill his mouth and throat. It felt like acid, but he made himself consume every last bit until the vial was empty, then let it drop to the ground next to him.

His body started shaking violently. For a moment he thought he was passing on, then everything felt like it was heating up at once. His body felt warm, and the gaping hole that he thought was in his stomach ceased to exist. He was healed. His grip tightened and he started to chuckle to himself, he felt like every fiber of his being was running on overdrive, he felt refreshed. He felt better. He felt _powerful_. One look at his hands and clothes told him all he needed to know. It was like shadows were drifting off of him constantly. Like he himself was a living shadow, and he needed to expend energy. There was one guy who he would really like to put all this excess energy into right now, and he was headed straight for his girlfriend.

Rising up slowly, and still getting used to the feeling he had experienced only once before, many years ago, Rex laughed a bit louder. "Hey Taurus. You should do a better job, and actually finish me off." He almost cackled, standing up fully and turning towards him. He popped his neck once and smiled, the effect of his altered appearance visibly stunning Adam as he looked back upon him.

"But… how." Adam began, flabbergasted that nothing seemed to have phased Rex, after stabbing him straight through the gut.

"I have my ways. Now I believe you are standing a bit too close to my girlfriend for comfort." He said sinisterly, phantoming right in front of Adam in the blink of an eye, and grabbing a hold of his suit. "Don't you think?"

In an instant, Rex flipped Adam over his head, sending him crashing to the ground a few meters away. Adam rolled back to a stand, drawing Wilt once again, but he looked visibly shaken from Rex's resurgence.

Rex responded in kind, letting his blades almost clatter down their rails, and snapping crisply into place. He couldn't see his face, but by the way Adam's mouth was slightly agape in a way he had ever seen him do so before, he must have looked like death itself or something similar. All form of cockiness was gone from the bull faunus' demeanor.

Rex treaded forward, raising up both sets of blades. "You made a very. Big. Mistake. Taurus." Rex said, and swiped at Adam's sword, defecting it away as Adam attempted to swing at him. He immediately followed with a knee to the gut, which sent him reeling. Then he unleashed a flurry of attacks, disappearing and reappearing from a variety of angles, and hitting Adam over and over and over again, some were blocked, others deflected, but most all found their marks, and torn through Adam's aura in record time.

When Rex had had enough, he appeared back in front of Adam again, hitting Wilt out of his hand, and letting it clatter to the ground next to him. Time seemed to slow, as he let one pair of blades sink into Adam's abdomen, the sound of flesh tearing quickly, and Adam's face bulging in surprise. The blades came out just as quickly, and he let the faunus fall to the ground, wheezing and lying on his back.

Rex knelt down next to him, looking down on him with disdain. There was a time I wanted to watch you suffer, like you made Blake suffer, like you made me suffer. These augments, this power, I never really wanted all this. But it was what I was given, whether I liked it or not. And it has proven useful. Now however, I can only look at you in pity, a man who wanted so much, and did all the wrong things to get it. Good bye, Adam Taurus." He let his blades extend again, right through Adam's ribcage, and through his heart, before pulling them out just as quickly.

He needed no fanfare, he didn't want it. Just hours prior he wanted nothing more but to watch the man suffer for everything he had done, and he deserved all of it. But something kept him from letting that side of him, that disgusting side, the darker side, from winning out. He made it quick, standing back up as the dust wore off as quickly as it had taken him, and he let out a huff. His whole body ached, but he rose nonetheless. "You were the only thing I had to truly want to better myself. But I can't let you hurt me, hurt Blake, anymore." He said quietly to the now still corpse.

He turned and picked up Adam's weapon, Wilt, and strapped it to his belt. He no longer needed the weapon anyways, and it would be a shame to leave a fine weapon to decay in the dirt. Maybe it would serve to him as a reminder about all the strife he had to go through to get to this point. Yet he had a feeling not everything was said and done yet. But here, right here, he could say he finished something in his life.

He turned and trudged over to Blake, kneeling down in front of her. She was still barely conscious, he wondered what all she had seen. The others, both friend and foe had just stopped, all of them watched on. "You alright Blake?" He asked simply, running a finger across her cheek.

"Yes… what… what did you do? What was that?" She asked slightly nervously.

"That was something I hope never has to be used again. And I never intend to use again. I can promise you that." He said simply. "Now let's go home."

Blake just nodded. She could believe him. He had trusted him for too long not to, and he had yet to let her down on that front. As Rex picked her up and turned to go, Adam's guard didn't even try and stop him, simply dropping their weapons as Rex walked off towards the breach he had entered this place through, the sun starting to set at his back.

* * *

 **A/N: Well, this chapter got longer then i had expected, breaching 7K words instead of the usual 5-6. Not that im unhappy with that though, this one needed it. Even though just two things were really the focus, it felt like a lot more happened. I hope that all translated well to everyone else, some parts of this chapter i loved, but i wasn't sure if i captured all the emotion that this chapter brought forth perfectly. Regardless, this is probably my favorite chapter ive written yet. And look forward to our final arc in this story. There is still quite a bit of road to go. As usual, give me some feedback on what you liked, what i can work on to improve, and have a great week.  
Sidenote: I really liked the idea a lot of you guys put forth in your reviews on the last one, so i made a few alterations to this chapter to add to that. I think it was a fitting change. Thank you.**


	28. Chapter 28: Arisen

Chapter 28: Arisen

* * *

The day had drawn later and later at this point. In all the action, Rex had neglected to even realize that afternoon had come and gone, not that it was any worry or priority right now. He was tired, so tired after his drawn out fighting with Adam, that he probably would fail to fight off more than a few grunts now. Adam's sword on the ground next to him, he was kneeling over Blake. Having removed his cloak, he was carefully wrapping her in it to give her some sense of dignity. It was the least he could do, and he just wanted to put this whole ordeal behind him.

Under this small tree he had found a few paces outside of the wall, just beyond one of their breaches, the sounds of battle were almost absent. Maybe because the battle was waning, maybe because the wall that was still standing was blocking most of the sound out. Either way, he knew this fight was almost at its end. With Adam dead, the Fang's forces collapsing, and the chatter through the comp piece that he had now pulled out of his ear for a moment of reprieve, he knew it might as well be over. It just needed to be formally concluded.

But now back to the task at hand, even if this battle was ending, the Fang were relentless, and Blake would not be safe until she was firmly within friendly fortifications. She had passed out shortly after he walked beyond the wall, be it from exhaustion or otherwise. But it was a burden he was perfectly fine with bearing, and after staying on one knee for a moment and attaching Adam's sword to his belt again, he slowly hefted her up, and began treading away, down the hill to where the Atlas relief ships should be staging by now.

As he walked down the hill, he surveyed the carnage of the battle. It was far less 'tame' then some fights he had witnessed, previously. It wasn't exactly 'bodies lining the streets' bad. But no one had gone out of their way to comb over the dead, and it seemed the Fang had taken the heavier hit in this fight, the number of listless uniforms resting silently in the streets, only the wind to make any noise as he walked. He picked up the pace a little bit, he had seen enough damaged buildings, fallen bodies, and strife for one day.

The docks finally came into view beyond a partially collapsed building, parts of it still smoldering. Here however, were what seemed like hundreds of Faunus, lining up and crowding half a dozen gleaming white and grey ships: Atlas relief airships. Whatever thoughts the now refugeed people might have had on Atlas had faded away for the time being, they were the only ones here, the only ones providing aid. Even the fact that by technicality until things were cleared up, they were invaders to this island. But the offer of food, medical attention, and aid made that little detail get swept under the rug.

Rex slowly pushed through the crowd, some giving him some leeway after noticing the girl in his arms, though most were to focused on trying to get to the front themselves to give him an easy time fighting through them. He had to scrunch up and try and ram through people sideways to keep Blake from bouncing against people.

Finally, however, he managed to get to the front of the crowd. Be it his sudden push through the crowd, or someone had been informed to be looking out for him with precious cargo in tow, a doctor approached him almost immediately, yanking him out of the crowd with a bit more power than he had expected, maybe he was just that tired. "This way dear, Ghira and Mrs. Schnee told us to be expecting you." She said oddly cheerily.

Her auburn hair tied in a bun, and a pair of gloves and coat already on, she ushered him to one of the further away vessels, and he obliged to follow her. "Where are they?" He had to ask, still not bothering to get his comm piece back in his ear.

"Right now? I would assume still fighting, or cleaning things up. I'm sure they will be back soon." She said. "My name is Doctor Maria Taylor, Specialist Schnee made sure I was on detail for this mission and told me to be looking out for you. Apparently, she had some idea you would wander this way. In my experience, she has some natural intuition like that. Now please, set Miss Belladonna down so I can have a look at her, and you take a seat too, you look like you suffered death twice over!"

Wasn't that the truth, or at least close to it. He did as instructed, setting Blake gingerly on the flat, hard examination table they had been led to. This ship was open mouthed at the front, and only a handful of people were present in this ship. Some Atlas security personal seemed to be keeping the crowd from flooding in, he just hoped they would be enough, it was a decently sized ship, but certainly not large enough to handle the numbers present.

Just as quickly though, that view was whisked away from him, and Dr. Maria closed a green curtain around the table, her and Rex, effectively cordoning off this small part of the ship. She turned to him as she was putting on a small mask that covered her mouth and nose. "Now im going to ask that for her sake I close the curtains between us, I was informed somewhat to expect just from the circumstances, but I won't know what I'm getting into until I take a closer look at well, everything. You still will be able to hear me, but you will see nothing, and I assure you everything I do is only for her benefit and health. I would be giving this chat to Ghira right now, but unfortunately he is unavailable, so until he returns you are the next closest in charge I would assume?"

Rex just nodded. Part of what she said went a bit over his head in his worn-out state, but he understood what she was saying for the most part. So long as Blake was going to be better, he didn't care what it was going to take.

"Excellent." Maria said, with a slightly quirky excitement to her voice. She seemed a bit too cheery for this whole thing, but cheery is what he could use right now he supposed.

She pulled another curtain between them and Rex, and all he could hear was the flick of a light turning on, the unwrapping of his cloak, and Maria muttering 'you poor, poor thing…' before he started fading, and passed out. He needed the rest.

* * *

The monastery was deceptively calm for this mid-afternoon. Oda sat in the middle of one of the gardens, hands folded in front of him. He had been thinking, with Rex out getting Blake back, and the rest of his companions off with Qrow, he finally had a quiet moment of meditation. Though something was eating away at him, he could just feel that things were wrong, despite the calm of the day.

But he couldn't pinpoint where, or why. He knew there was wrong going on, Menagerie, where Rex is, and where the rest of them went, but it was a greater evil he could feel. It was in these moments of meditation he felt himself be closer to everything, the things that balanced him, and the things he feared most.

And then a rumbling came.

All throughout the monastery, across Mistral, the ground shook and toiled, unlike anything he had ever felt in his 53 years of life. Even to him it was somewhat terrifying. He knew it was what plagued him the past day or so. He stood up quickly, looking to the horizon that he thought the disturbance might have been coming from. To his sorrowful confirmation, he could see it rising out of the depths. It was massive, even from this distance to the bay. A black, inky, squid-like figure lined with white bone. If there ever were to be a day of judgement, this would be it. He could feel the pull of its hatred, malice, sadness, despair, even from here. It must be attracting every Grimm from here to the other side of Anima.

And where the Grimm were to be, so he would be there. Acting swiftly, he knew there was no time to act with caution. As much as he would like to wait and see where this would go, there would be no one to act for if he didn't not go now. He looked to a aide that had appeared at one of the entrances to the garden, nodded once in confirmation, and the aide left the courtyard.

A few moments later, the bells of the monastery began frantically ringing, a tune they had not sounded since the day Rex had fled. One of urgency, and dire need. Oda himself walked slowly to the center courtyard, retrieved his sword from a nearby rack, and walked to the front gates to look out over the city, which already was in panic and falling to ruins in the wake of the beast.

* * *

From high in the sky over Mistral, Flavia was surveying the chaos down below. She had already taken a few potshots and volleys at the leviathan with Lightbringer, but the armaments on her personal gunship had been nearly worthless against it. Beyond a bit of fringe damage and slight cracking to the weakest of parts in the bone armour, a volley of 8 missiles and a few seconds of minigun damage had made it slow slightly for a moment, like her ship was an annoying fly it was trying to ignore.

The entire thing pulsed and writhed as it rose from the depths further, pushing its way into the ravine that split the city into its two major parts, may side channels rising far higher than normal with the shifting of mass. Beyond the lengths of bone armour covering inky black flesh, several thick red lines ran the length of its bone, top to bottom, and into the depths below. At this point, Flavia could finally see what looked like eyes, two of them slightly offset to either side of its front, almost like an octopus. She swore they were staring up at her, all the hatred in the orange and crimson orbs. This might have been one of the few times she had ever felt real fear in her life, at least, that she could remember.

She shook the nerves off well enough. To succumb to her fear would mean a guaranteed loss in this battle, and finally she came to and listened in to all the chatter pouring through the comm relays. Things were degrading everywhere, Grimm were spawning from that thing as it rampaged deeper into the city, they were pressing on the walls and trying to find a way in. Fires were cropping up everywhere ad buildings collapsed by way of a stray tentacle from the Grimm monstrosity.

Moreover, it had started to rain again. Not too hard now, but it was progressing steadily. Soon she wouldn't be able to see properly to get a survey of the battle. She had a few options, but if the weather persisted whatever she chose would likely be the only one she could commit to safely. One the one hand, if the leviathan went unchecked it might decimate the whole city. But there was also the matter of Grimm pressuring the walls, and the Grimm that were spawning from it and going ashore inside the city itself. Her own squads and platoons were trying to deal with them.

She wanted to keep on the leviathan, keep on Oceanus, but she knew in the back of her mind without air support her squads were as good as dead unless they got a miracle. No, she had to be that miracle. She held down the buzzer to input her own command, overriding the rest of the chatter on her frequency. "Talon squad, form up. I want Talon 5 and Talon 7 tracking the leviathan. Use missiles, chainguns, even your own rotors as bait to get that thing to follow you and stay in the ravine. The rest of Talon squad run raids on the shores and the wall's edge. Give the troops a shot to staving off the smaller Grimm. All platoons, dig in. Don't give the Grimm an inch." She released the button begrudgingly, knowing what it meant to give the order. She had likely signed the deaths of many troops with that command, as well as some of her gunships. But it was all she could come up with as a gambit hold the city.

"Roger ma'am. We'll do what we can. Talon leader, out." Replied her lead.

She sat silent in her cockpit for a moment, then took off towards her troops last known heading. She could only hope there was something there to save, as she passed over the black tide of Grimm spawning below.

* * *

Ren was tired. He had no idea how long he had been fighting Emerald, but at this point, he was just keeping steam so Nora wouldn't get left in a double team scenario. If there was one thing Emerald was good at, it was keeping him at a distance. He had yet to be able to get in range with those chain scythes flailing around at him every time he went in for an attack.

He back stepped quickly, avoiding another slice from the chains. His eyes darted over to a nearby pillar, and just as quickly, he dashed over to it, and scaled it with a few short hops. From up here, he fired another volley of bullets at Emerald. And once more, she deflected most of them with spinning chains and quick cartwheels out of the line of fire. This was a stalemate to say the least, she didn't seem to be going very aggressive on him most of the time, but that didn't mean she couldn't at a moment's notice.

In yet another standoff, he took the risk of glancing over to see how Nora was holding up, just in time to see boots and hammer slam into each other. Mercury bounced off the end of Nora's hammer, landing on his feet, though definitely shaken. Nora, on the other hand, still seemed as energized as she could be. But Ren could see the subtleties in her faltering posture, even a decent way across the coliseum. She was holding her hammer lower than normal, stance slightly sloppy. This prolonged fighting was getting even to her at this point.

His vision returned to Emerald, who was standing there twirling her scythes. She was going well at hiding it, but Ren could see faint signs of fatigue in her as well. If he could just keep up the pressure, maybe she would falter.

Suddenly, Ren jumped up and off the pillar high into the air above Emerald. At the top of his arc, he pointed Stormflower at her and held down both triggers as he descended. He was going to force himself to get inside of her comfort zone, and his stratagem of force worked, for the most part. Emerald seemed to go into a slight panic, deflecting some of the bullets until she realized he had no intent on veering off his course. She attempted to roll out of the way, but in doing so, caught the back end of his extended hail of bullets. They caught her in the legs and feet, getting absorbed by her aura, but also putting her on the defensive.

Ren knew that she couldn't have that much aura left after taking a series of hits like that. The moment he hit the ground he rolled to absorb the impact and tail her. The moment he was on his feet, Stormflower locked with her scythes as she turned to meet him. They held the lock for a moment, until what could have been mistaken as an explosion rocked the arena.

Ren fell away from Emerald, catching himself with his palms before he looked up. What he saw was two silhouettes, one distinctly with a giant scythe, and the other with a shield and sword. Above them was a massive red explosion, igniting the sky above them crimson, before slowly starting to fade. Whatever it was, he heard a scuffle near him, and saw Emerald bolting away. Some ways off, Mercury disengaged Nora as well, making a break for an exit on the other side of the coliseum.

Whatever that thing was, neither of them wanted anything to do with it, which lead him to guess that they didn't want anything to do with it either, and it was time to go.

He scrambled to his feet, stowing Stormflower in his sleeves once more. "Nora, come on! Forget about them!" He shouted over to her as she herself rose.

"Oohhh… fine…" She grumbled, dashing over and catching up to him.

"I get the feeling they are about to be the least of our troubles." Ren said conclusively, beginning the several hops up to where Ruby, Jaune, and now Qrow were gathered.

Tired and out of breath, Ren held himself up with hands on his knees, breathing hard. "What… what happened?" He asked.

"Seems like Ruby and Jaune took care of our little sorceress, or at least, what's left of her." Qrow said simply, gesturing to the center of the circle.

In the middle of the ritual circle, now only a bloody stain remained, tatters of Sanguine's clothes strewn about, but no body.

"Where did she go?!" Ren asked.

"I… I dunno. One minute I… killed her, after that explosion, when me and ruby recovered, that was all that was left." Jaune said a bit frantically.

"Don't worry about it kiddo, you all did good work. I called for the bullhead to pick us up here, we can go back to Mistral now. Whatever that was that she did, I get the feeling we still will have a lot of work to do." Qrow said with a hint of worry to his voice.

"Yeah, but we still need to make it until the bullhead arrives, look!" Ruby shouted.

Down below, Grimm finally started pouring into the lower most levels of the arena, but it wouldn't be long before they found their way up here. And there were far too many to kill off before the bullhead arrived. Many of them were already slowly clamoring their way up the levels of the coliseum.

"We can't fight them, but I might be able to get them to look the other way, for a time. Maybe just enough time for the bullhead to arrive and take us out of here." Ren said.

"Ren, are you sure you can…?" Nora asked worriedly.

"No, but its better then risking a holdout that's doomed to get at least one of us seriously injured or killed." He said with rising confidence. He thought he could do it, but could he really? There was only one way to find out. "Everyone get in a small circle, bunch up and crouch down so they can't see you easily."

"What are you even talking about?" Ruby asked, confused.

"Just do it!" Ren said with a bit of tension in his voice.

"Ok! Doing it!" Ruby quickly replied, locking arms with Jaune and Nora.

Somewhat begrudgingly, Qrow followed suit, linking with Nora and Jaune, forming a tight circle around Ren, and crouching down.

"Alright, moment of truth time…" Ren muttered. He placed one hand on the links between Ruby and Nora, and Jaune and Qrow, making sure he was touching all of them. He crouched down as well, and concentrated as much as he could, letting his semblance flow to all four of them. For the first few seconds, it was easy, like operating his semblance on one giant mass of emotions, all kept in perfect peace. And it also appeared to be working, as none of the Grimm crested the top of the coliseum to get a physical look at them.

Just over the edge, the Grimm had halted, confused for a moment, the fear they had smelled a moment prior now suddenly gone. Some had started wandering off, others stood there blank and lost.

However, after a minute or so, the strain of trying to manage four other people with his semblance was starting to get to him. The strain of suppressing all their emotions at once drained him so quickly, it was taking every fiber of his being to maintain the veil over them. Finally, after what felt like hours, but was merely 3 agonizing minutes, the bullhead came flying overhead, and began to land. He collapsed on all fours, exhausted.

"I dunno how you managed to pull that off, but nice job." Qrow said, getting up with the rest of them.

"I don't… either…" Ren panted out, getting yanked up to his feet by Nora, wide grin on her face.

"And not a moment too soon either!" Ruby announced. Indeed, the Grimm had started to pick up on them again, working their way back up the coliseum towards them. On the other hand, the bullhead was hovering just a few feet away, they had their way out, and they would definitely take it.

* * *

Rex's eyes snapped open, and he sat up quickly. He wasn't sure how long he had been out, but it was too long for comfort. His eyes darted around and took in the scene around him. In his time unconscious, Ghira, Kali, and Sun had arrived. Ghira had a few scrapes and bandages, but nothing too serious that his aura wouldn't heal soon, and Sun had some bandages wrapped around his head.

All of them were sitting in a semi-circle a pace or two away from a bed on which Blake lay sleeping. Dr. Maria was standing nearby, and perked up a bit once Rex made signs of noticeable movement.

"Excellent, I thought you might be out for a few hours or more. Time to get you up to speed!" She said peppily. She walked over and pulled a basic metal folding chair out and sat down. "Now, ive already informed these three, but I need to do the same with you. Miss Belladonna here has had some… serious aura and internal damage. Ive done what I can for her now. But to get more advanced scans and better care I need to get her to a major-medical facility in one of the kingdoms, seeing as Menagerie is overcrowded with those needing varying levels of attention in the aftermath."

"Which I am not much of a fan of…." Ghira half growled.

"And _I_ am not a fan of endangering my patient's health any more then absolutely necessary." Maria retorted in kind.

Ghira frowned, but seemed to make no objection. Sun also remained silent, holding an ice pack to his head and looking slightly dazed, but for the most part smiling. He had been successful in his job after all.

Kali finally spoke. "As much as I would rather have my daughter here to heal… its better if she is taken to get healed timely somewhere else."

"Excellent. And you?" Maria looked at Rex once more.

He blinked twice, finally realizing he was the one she was asking the question to. He wasn't fully awake yet it seemed. Or maybe he just hadn't slept enough to be worth anything for cognitive thoughts after all the prior events, but he could get on well enough. "Yeah… yeah it's better for her. Take her to Mistral, she can heal up there."

"Im afraid Mistral is going to be out of the question." Came a very level, if slightly cold, voice. Heeled boots clicked along the whitewashed floors. Winter Schnee carried herself a highly as ever, even after the battle that had taken place, with little more than a few scuffs to show for her trouble. She paced over to them, and stood slightly off from their semi-circle next to Blake's bed.

"I just received word from Mistral, after attempting to call them to get clearance for these ships to land refugee's there, as well as trying to communicate with Commander Viridis, which if you have been listening to your line with her, has been rerouted to one of her techs." Winter said blankly.

"What? What happened?" Rex asked, now a bit more awake. The others seemed to key in much more now, this new bit of news intriguing and worrying.

"Mistral's leviathan, Oceanus, has awakened and is rampaging through the city. On top of that, its negative energy has attracted essentially every single Grimm in a 50-kilometer radius to close in on the kingdom center, besides its own spawn of course. Commander Viridis took to the sky to try and suppress the attack, but I have not heard from her since. Her tech tells me she is on local frequencies, and is apparently still alive, but if the situation worsens, I don't know how long that will last. In short, Mistral is out of the question." Winter concluded.

"But where would we take Blake then? The next closest kingdom is Vale, and they still have plenty of problems to take on any more patients I'm sure." Rex asked.

"Here is where I make a proposal, one that might not be ideal but it is your best and possibly only option. You take her to Atlas." Winter began.

Immediately Ghira seemed to tense. "I agreed to be allies, potentially, with Atlas. Not hand over my daughter to the kingdom that permits a certain company to undermine my people for profit motives."

"Ignoring that _side_ note, not that I agree with those certain outlooks. I can assure you your daughter will be perfectly safe in Atlas, and not 'handing her over' to us. She can leave as she chooses to once her treatment and healing is done. I can see to it personally and you can hold me accountable. Atlas has some of the best medical technology on Remnant. And I would employ Dr. Maria here to oversee everything. Miss Belladonna would be in excellent hands." Winter persisted, keeping herself calm despite Ghira's menacing aire.

"Hmmmph… fine. But I'll certainly hold you to those words." Ghira finally backed down, resting in his seat again.

"I… don't see too much of a problem with it. At least Rex would be with her, like he's going to let anything shady happen to her. I mean, he did just break into a White Fang compound, kill her super creepy Ex-boyfriend guy who like, kinda did some really bad stuff to her, then just walked right out of a war zone without batting an eye." Sun commented almost casually.

One of the few times where Sun's laid back nature actually helped Rex's case. "Yeah. I'd be with her there the whole time. I think I've proven my loyalty towards her, if nothing else."

"Fine. If that arrangement is agreeable I can have you, Miss Belladonna and the doctor on a smaller medical shuttle heading straight to Atlas right away." Winter said with a small nod.

"It will be… acceptable." Ghira said.

"Ready to go now. As much as I would like to head to Mistral instead. Must be getting bad over there." Rex said, picking up Adam's katana from where it had fallen next to his chair.

"Excellent. Then I will prepare right away." Winter stated.

* * *

Flavia could only hope Lightbringer would be safe enough on the rooftop which she left it on. It had run dry on ammo, and dust was close to the same boat, never mind the Beowolf who had jumped on top of it as she had tried to land, ended up blowing out a rotor, and she blew out its skull in return.

Now however, she was sitting in a park that faced out towards the cliffs in central ravine in Mistral. Oceanus was further up, and appeared to be heading towards the open ocean. That fact bothered her, but it bothered her less than that thing rampaging throughout the city, but she couldn't get this nagging feeling that it destroying more of the city would be the lesser of two evils.

She had managed to regroup with her Delta squad, and they had kept this park locked down for the most part, but it hadn't been pretty. Her helmet was shattered from a swarm of Nevermore's that had flocked to her and pecked a hundred holes into it before they got killed off, and CCT communications had recently gone haywire. Now she was just trying to tap into other cells holding off Grimm in other parts of the city by helmet transmitters and radios.

The only sign of hope that she still had was the fact that most of her gunships seemed to be flying, weather they had any ammunition left or a base to refill at she wasn't sure, but at least they could survey what needed help the most. On top of that she could still see gunfire on the other side of ravine, and after the leviathan passed the horde of Grimm seemed to taper off a bit.

She had to get her mind off things. She treaded over to one of the edges with her troops, and join the line watching one of the boulevards that was still crawling with enough Grimm to be far too dangerous to push through in anything more than a decent sized group, and they didn't have the manpower to start clearing out the city at the moment.

As she surveyed the mess, she could spy several people further up the boulevard. Amongst all the Grimm, the pieces of buildings, cars, and other wreckage, several people seemed to be making their way towards them, and any Grimm that got in their way were dropping like flies. She had to rub her eyes for a moment, no one was crazy enough to walk through the city with Grimm this brazenly, were they?

Apparently, they were. About a minute later, the group approached their shoddy barricade and firing line. At their lead was a man in a long black robe, carrying a steel blue katana, and several neat patches of greying hair amongst the get back locks, pulled tightly in a bun.

"Commander Viridis?" His slightly tired and aged voice called out. She recognized him somewhat, one of Rex's allies if she recalled right.

"Yes, that's me. Oda, correct? What are you doing out in the streets amongst this insanity?" She asked. His walk up certainly proved he was capable, she wasn't doubting that, but as to why here, instead of playing it safe in the monastery.

"My job, to an extent. Mistral is my home, and as much as I have to lead my order, I am still a Huntsman at heart." He said simply. "Beyond other things, I wish to see somewhat closer, the monstrosity that has graced our city. Would you let me and my men through so I might do as such?"

She would have let him in either way, she could use all the help she could take, come blade or bullet. "That's the best news I've heard all day." She said, forcing at least some form of smile to make him feel welcome. "Move some of the barricades!" She barked to the others.

Quickly, a few boxes and benches that made up their 'barricade' were moved out of the way, and Oda and his grey tunicked men passed through. Some of them began pacing up and down the line Flavia had set up, passively reinforcing them. Others stuck close to Oda, or went to check on some of the civilians they had kept here as they trickled in.

Oda however, practically made a beeline for the railing at the cliff-side. Once there, he stopped, and looked further down the ravine until he spotted the leviathan, Oceanus, at the mouth of the river. The hulking mass of Grimm made the ravine look almost small as it grinded through it and forced itself out of the gap. He and Flavia watched as with a mighty splash it lowered itself into the deeper sea, leaving behind the Grimm it had spawned, and many waves smashing against the cliffs.

"It just…. left." Flavia said, slightly confused.

Oda was silent for a moment, but his revelation seemed to hit him. "This one uses its brain much more than most Grimm. Tell me, are there others like it?"

"Yes, but they are only in Atlas and Vacuo." Flavia said, puzzled. Then it dawned on her, and she started to feel very, very afraid.

"I believe that it is going to wake up its friends." Oda said conclusively.

* * *

 **AU: Woooooow. Ok so i had originally intended to be gone for a month to get into a proper school schedule again... then that turned into the whole semester. Needless to say i dont intend for this fic to die. Im actually back and in a better mindset to write again. I *think* i covered everything that needed to get covered to advance the story in this plot. As for things to respond to from last chapter. Ill be honest, i thought a lot about it, but i went ahead and left the Adam fight as it stands. Though i will be thinking about better ways to conclude fights/arcs like that in the future, as i myself will admit it could have been done better, though the result still would have been the same. Anyways, thank you all for patience, as well as hitting 100 follows(WEWLAD), let me know if i forgot anything, your thoughts, and have a great week.**


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